Common use of Mandatory Redemption at Subscriber’s Election Clause in Contracts

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the each Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by greater of (i) 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries, or (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, unless prior written consent of the Subscribers had been obtained by the Company. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription AgreementNote) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120125%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”DEEMED CONVERSION DATE) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”"MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”"MANDATORY REDEMPTION PAYMENT DATE"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the each Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electioneach Subscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the a Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date, no longer serving as directors of the Company, except due to natural causes (which shall include, termination of such directors by the holders of more than 50% of the equity outstanding as of the Closing Date), and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120150%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), any of the Subscription Agreementforegoing that continues for more than twenty (20) business days, (iv) a Change in Control (as defined below), or for any reason other than pursuant to (v) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c6.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 6.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded, included for quotation or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries, (v) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common Stock owned by them on the Closing Date, or (vi) if the Chief Executive Officer of the Company, as of the Closing Date, no longer serves as Chief Executive Officer of the Company.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”"DEEMED CONVERSION DATE") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”"MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”"MANDATORY REDEMPTION PAYMENT DATE"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120115%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.2. In the event of a “Change in Control” (as defined below), the Subscriber may demand, and the Company shall pay, a Mandatory Redemption Payment equal to 115% of the outstanding principal amount of the Note designated by the Subscriber together with accrued but unpaid interest thereon and any other sums arising and outstanding under the Transaction Documents. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly tradable and listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity or merging into or with another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except for the addition or replacement of up to six directors, other than due to natural causes, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially owning at any time after the Closing Date less than thirty-five percent of the Common stock owned by them on the Closing Date, or (v) the sale, lease, license or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the each Subscriber not later than ten (10) business days after receiving request by the Subscriber, at the Subscriber's electionsuch Subscriber ("Mandatory Redemption Payment Date"), a sum of money in immediately available terms equal determined by multiplying up to the outstanding principal amount of the New Note designated by each such Subscriber by, at Subscriber’s election, the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding New Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty ten (2010) day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or any Subsidiary, (iii) a business transaction or reorganization as a result of which the shareholders of the Company immediately prior to the transaction or reorganization hold less than a majority of the voting interests of the surviving corporation or other entity after the transaction or reorganization, or any similar corporate or other reorganization on or after the Closing Date, (iv) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, or (v) Xxxxxxx Xxxxxxxx, Xx. no longer being a director and chief executive officer of the Company after his initial appointment to such positions. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the transactions contemplated by this Agreement, the Land Purchase (as such term is defined in the Information Statement and used herein) and/or the Distribution shall not constitute a Change of Control.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares or Warrant Shares, or fails (ii) the Company redeems any securities junior to timely deliver Shares on a Delivery Datethe Notes, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than ten (10) business days, (iv) a Change in Control (as defined below), or (v) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within not later than ten (10) business days after request, whichever is sooner request (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b) hereto), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription AgreementCertificate of Designation) within the control of the Company, or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof4(c) of the Certificate of Designation, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at Subscriber or on the Delivery Date (if requested by the Subscriber's election, ) a sum of money in immediately available terms equal to the greater of determined by (i) multiplying the product Stated Value of the outstanding principal amount of the Note Preferred Stock designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount the Stated Value of Note principal and/or interest the Preferred Stock designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect by the highest closing price of the Common Stock on the principal market from the Deemed Conversion Date multiplied by until the average day prior to the receipt of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable greater (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest Preferred Stock Stated Value will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c2.4(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof), then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.2. In the event of a “Change in Control” (as defined below), the Subscriber may demand, and the Company shall pay, a Mandatory Redemption Payment equal to 105% of the outstanding principal amount of the Note designated by the Subscriber together with accrued but unpaid interest thereon and any other sums arising and outstanding under the Transaction Documents. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly tradable and listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company, or (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than fifty percent of the Common stock owned by them on the Closing Date.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive last trading days day preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in fullDeemed Conversion Date, whichever is greatergreater of (i) and (ii) above, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.2. In the event of a “Change in Control” (as defined below), the Subscriber may demand, and the Company shall pay, a Mandatory Redemption Payment equal to 130% of the outstanding principal amount of the Note designated by the Subscriber together with accrued but unpaid interest thereon and any other sums arising and outstanding under the Transaction Documents. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly tradable and listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity or merging into or with another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company, other than due to (a) natural causes except in the normal course of business or as may have been disclosed in the Reports or Other Written Information, (b) voluntary resignation, or (c) voluntary election not to be reappointed as director, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially owning at any time after the Closing Date less than twenty-five percent of the Common stock owned by them on the Closing Date, or (v) the sale, lease, license or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) if the holders of the Company's Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common stock owned by them on the Closing Date, and (v) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) thirty day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's ’s election, the Company must pay to the each Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by greater of (i) 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty (30) days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company, or (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, unless prior written Consent of the Subscribers had been obtained by the Company. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120125%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares or Warrant Shares, or fails (ii) the Company redeems any securities junior to timely deliver Shares on a Delivery Datethe Notes, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than ten (10) business days, (iv) a Change in Control (as defined below), or (v) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120105%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within not later than ten (10) business days after request, whichever is sooner request (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b) hereto), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event that at any time Notes and Warrants are outstanding, (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on within five Business Days after a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), any of the Subscription Agreementforegoing that continues for more than twenty (20) Business Days, (iv) a Change in Control (as defined below), or for any reason other than pursuant to (v) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days Business Days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days Business Days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than thirty percent of the Common Stock owned by them on the Closing Date, or (v) if the Chief Executive Officer of the Company as of the Closing Date no longer serves as Chief Executive Officer of the Company, except due to natural causes.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues for more than thirty (30) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the each Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120115%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries, or (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements or with the prior written consent of the Subscribers.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or in the Subscription Agreementany other Transaction Document), that continues for ten (10) or for more business days beyond any reason other than pursuant to the limitations set forth applicable cure period, (iii) a Fundamental Transaction (as defined in Section 2.3 hereof2.1(c)(A) of the Note) occurs, or (iv) upon the liquidation, dissolution or winding up of the Company or any material Subsidiary, then at the Subscriber's election, the Company must pay to the each such demanding Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by greater of (i) 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty (30) days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120115%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”"DEEMED CONVERSION DATE") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“Mandatory Redemption Payment”"MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”"MANDATORY REDEMPTION PAYMENT DATE"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon ("Mandatory Redemption" and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon (i) the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) that continues for more than twenty (20) business days, or for any reason other than pursuant (ii) of the liquidation, dissolution or winding up of the Company (the foregoing referred to the limitations set forth in Section 2.3 hereofas "Mandatory Redemption Events"), then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after receipt of a written request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120115%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten fifteen (1015) business days after request, whichever is sooner request (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c11.7(d) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In Subject to stockholder Approval as described in Section 9(x) of this Agreement for an increase in the authorized common shares sufficient to permit the delivery of shares of common stock, in the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by greater of (i) 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or any Subsidiary, or (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, unless prior written consent of the Subscriber had been obtained by the Company. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 6.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), any of the Subscription Agreementforegoing that continues for more than twenty (20) business days, (iv) a Change in Control (as defined below), or for any reason other than pursuant to (v) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries, or (v) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common Stock owned by them on the Closing Date.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by greater of (i) 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or any Subsidiary, (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, or (iv) Xxxxxxx Xxxxxx, the Chief Executive Officer of the Company is no longer serving as Chief Executive Officer unless prior written consent of the Subscriber had been obtained by the Company. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than thirty (30) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the each Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electioneach Subscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120115%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the 2009 Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the a Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries, and (iii) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than 40% of the Common Stock owned by them on the Closing Date (other than as a result of their having sold their stock except under a tender offer).

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) thirty day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or % (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the "Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction) and (iii) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120115%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c5.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 5.2. In the event of a “Change in Control” (as defined below), the Subscriber may demand, and the Company shall pay, a Mandatory Redemption Payment equal to 115% of the outstanding principal amount of the Note designated by the Subscriber together with accrued but unpaid interest thereon and any other sums arising and outstanding under the Transaction Documents. For purposes of this Section 5.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly tradable and listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity or merging into or with another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company, other than due to natural causes, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially owning at any time after the Closing Date less than thirty-five percent of the Common stock owned by them on the Closing Date, or (v) the sale, lease, license or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 9.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Company Shares, or fails to timely deliver Company Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription AgreementNote) or for any reason other than pursuant to the limitations set forth in Section 2.3 9.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at Subscriber or on the Delivery Date (if requested by the Subscriber's election, ) a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, plus accrued interest on the outstanding principal amount of the Note, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock for on the five consecutive trading days preceding either: (1) principal market from the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than thirty (30) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120110%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within not later than ten (10) business days after request, whichever is sooner request (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b) hereto), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the each Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by greater of (i) 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or any Subsidiary, or (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, unless prior written consent of the Subscribers had been obtained by the Company. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents. Notwithstanding the foregoing, the dissolution of certain subsidiaries of the Company as set forth on the attached Schedule 7.2 shall not deemed to constitute a Change of Control.

Mandatory Redemption at Subscriber’s Election. In the event (a) the Company is prohibited from issuing Conversion Shares, or (b) fails to timely deliver Shares on a Delivery Date, or (c) upon the occurrence of any other Event of Default (as defined ) and if any event listed in this Note or in the Subscription Agreementsubparagraph (a), (b) or for (c) is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional twenty (20) days thereafter, then at the such Subscriber's ’s election, the Company must pay to the such Subscriber ten (10) business days after request by the such Subscriber, at the such Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the such Subscriber multiplied by 120110%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the such Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at by either the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied or by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, ; together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the such Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner request (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c“Change in Control” shall mean (i) hereofthe Company no longer having a class of shares publicly traded or listed on a Principal Market (as hereinafter defined), that have been paid (ii) the Company becoming a Subsidiary of another entity or accrued for the twenty merging into or with another entity, (20iii) day period prior to the actual receipt a majority of the Mandatory Redemption Payment by board of directors of the Subscriber shall be credited against Company as of the Mandatory Redemption PaymentClosing Date no longer serving as directors of the Company, except due to natural causes, or (iv) the sale, lease, license or transfer of substantially all the assets of the Company and its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), any of the Subscription Agreementforegoing that continues for more than twenty (20) business days, (iv) a Change in Control (as defined below), or for any reason other than pursuant to (v) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber ("Calculation Period"), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c6.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 6.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded, included for quotation or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries, (v) if the holders of the Company's Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common Stock owned by them on the Closing Date, or (vi) if the Chief Executive Officer of the Company, as of the Closing Date, no longer serves as Chief Executive Officer of the Company.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the each Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by 120greater of (i) 115%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty ten (2010) day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or any Subsidiary, or (iii) a business transaction or reorganization as a result of which the shareholders of the Company immediately prior to the transaction or reorganization hold less than a majority of the voting interests of the surviving corporation or other entity after the transaction or reorganization, or any similar corporate or other reorganization on or after the Closing Date. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120150%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.2. In the event of a “Change in Control” (as defined below), the Subscriber may demand, and the Company shall pay, a Mandatory Redemption Payment equal to 150% of the outstanding principal amount of the Note designated by the Subscriber together with accrued but unpaid interest thereon and any other sums arising and outstanding under the Transaction Documents. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly tradable and listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity or merging into or with another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company, other than due to natural causes, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than thirty-five percent of the Common stock owned by them on the Closing Date, or (v) the sale, lease, license or transfer of substantially all of the assets of the Company or Subsidiary.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the each Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electioneach Subscriber (“ Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable (“" Mandatory Redemption Payment”Payment "). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“" Mandatory Redemption Payment Date”Date "). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the a Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “ Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date, no longer serving as directors of the Company, except due to natural causes (which shall include, termination of such directors by the holders of more than 50% of the equity outstanding as of the Closing Date), and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then at the Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity, (ii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iii) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries (if any).

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”"MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”"MANDATORY REDEMPTION PAYMENT DATE"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "CHANGE IN CONTROL" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, or (iv) if the Chief Executive Officer of the Company as of the Initial Closing Date no longer serves as Chief Executive Officer of the Company.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription AgreementNote) or for any reason other than pursuant to the limitations set forth in Section 2.3 9.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription AgreementNote) or for any reason other than pursuant to the limitations set forth in Section 2.3 9.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). Notwithstanding the foregoing, provided the proxy statement described in Section 7(n) is filed by the Proxy Filing Date and further provided all of the Company's officers and directors vote all Common Shares owned by them in favor of the Approval, the Mandatory Redemption Payment shall be 100% of the principal amount of the Note designated by the Subscriber together with accrued but unpaid interest if the event giving rise to the Mandatory Redemption Payment is a consequence exclusively of the Company's failure to obtain the Approval of its shareholders as contemplated by Section 7(n) hereof. The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the each Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electioneach Subscriber ("Calculation Period"), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the a Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date, no longer serving as directors of the Company, except due to natural causes (which shall include, termination of such directors by the holders of more than 50% of the equity outstanding as of the Closing Date), and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement), each of which that is not cured during any applicable cure period and an additional twenty (20) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereofdays thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner request (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.2. In the event of a “Change in Control” (as defined below), the Subscriber may demand, and the Company shall pay, a Mandatory Redemption Payment equal to 120% of the outstanding principal amount of the Note designated by the Subscriber together with accrued but unpaid interest thereon and any other sums arising and outstanding under the Transaction Documents. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity or merging into or with another entity, (iii) if the holders of restricted shares of the Company’s Common Stock as of immediately prior to the Closing beneficially own at any time after the Closing Date less than thirty-five percent of the Company’s Common stock, or (iv) the sale, lease, license or transfer of substantially all the assets of the Company and its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften (10) days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”"MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”"MANDATORY REDEMPTION PAYMENT DATE"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "CHANGE IN CONTROL" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company merging into or becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, or (iv) if the holders of the Company's Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than fifty percent of the Common stock owned by them on the Closing Date.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), any of the Subscription Agreementforegoing that continues for more than twenty (20) business days, (iv) a Change in Control (as defined below), or for any reason other than pursuant to (v) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction or which is publicly traded and which as part of the agreement with such corporation agrees to issue tradeble shares upon conversion of the Note or exercise of the Warrant), except in connection with the acquisition of IDO Security Ltd., (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries, or (v) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common Stock owned by them on the Closing Date.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or that continues for any reason more than ten days, other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) if the holders of the Company's Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common stock owned by them on the Closing Date, excluding the pending distribution by Osmotics Corporation of a portion of its shares of Common Stock of the Company to its shareholders, and (v) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or for any reason other than pursuant to (iv) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's ’s election, the Company must pay to the each Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electioneach Subscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty ten (2010) day period prior to the actual receipt of the Mandatory Redemption Payment by the a Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) Xxx Xxxxxxxxxx, Xx. and Xxxx Xxxxx no longer serve as directors of the Company except due to natural causes (which shall include, termination of such directors by the holders of more than 50% of the equity outstanding as of the Closing Date), and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly tradable and listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company, or (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than fifty percent of the Common stock owned by them on the Closing Date.

Mandatory Redemption at Subscriber’s Election. In the event (a) the Company is prohibited from issuing Conversion Shares, or (b) fails to timely deliver Shares on a Delivery Date, or (c) upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement), and if any event listed in subparagraph (a), (b) or for (c) is not cured during any reason other than pursuant to the limitations set forth applicable cure period and an additional twenty (20) days thereafter, or (d) upon a Change in Section 2.3 hereofControl (as defined below), then at the such Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the such Subscriber, at the such Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the such Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the such Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at by either the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied or by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, ; together with accrued but unpaid interest thereon any other sums arising and any liquidated damages then payable outstanding under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the such Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner request (“Mandatory Redemption Payment Date”). The Subscriber must make a request for a Mandatory Redemption Payment within 30 business days after the event listed in this Section 7.2 that triggered the right to cause the Company to make a Mandatory Redemption Payment. Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c“Change in Control” shall mean (i) hereofthe Company no longer having a class of shares publicly traded or listed on a Principal Market (as hereinafter defined), that have been paid (ii) the Company becoming a Subsidiary of another entity or accrued for the twenty merging into or with another entity (20other than in connection with a reincorporation), (iii) day period prior to the actual receipt a majority of the Mandatory Redemption Payment board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes (which shall include, a director’s election not to seek re-election, or the termination of such directors by the Subscriber shall be credited against holders of more than 50% of the Mandatory Redemption Paymentequity outstanding as of the Closing Date), or (iv) the sale, lease, license or transfer of substantially all the assets of the Company and its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares or Warrant Shares, or fails (ii) the Company redeems any securities junior to timely deliver Shares on a Delivery Datethe Notes, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than ten (10) business days, (iv) a Change in Control (as defined below), or (v) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within not later than ten (10) business days after request, whichever is sooner request (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b) hereto), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on of a Delivery Date, or upon the occurrence of any other Event of Default Change in Control (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereofbelow), then at the Subscriber's election’s election in its sole and absolute discretion, the Company must shall pay to the Subscriber within ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Change in Control Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by Subscriber and the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon thereon, and any liquidated damages then payable other amounts due under the Transaction Documents, by 125% (the “Change in Control Mandatory Redemption Payment”). The Change in Control Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within not later than ten (10) business days after request, whichever is sooner request (“Change in Control Mandatory Redemption Payment Date”). Upon receipt of the Change in Control Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest will other amounts shall be deemed paid and no longer outstanding. Liquidated damages calculated pursuant The Subscriber may rescind the election to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the receive a Change in Control Mandatory Redemption Payment at any time after the Change in Control Mandatory Redemption Payment Date by written notice to the Company until such payment is actually received. For purposes of this Section 7.2, “Change in Control” shall mean (i) the merger, acquisition, reorganization, restructuring or consolidation with another Person where the Company is not the surviving entity, (ii) the Company becoming a Subsidiary of another Person (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) the sale, lease or transfer of substantially all of the assets of the Company or its Subsidiaries or (iv) a majority of the members of the Company’s board of directors as of the applicable Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, unless prior written consent of the Subscribers had been obtained by the Company. The foregoing notwithstanding, Subscriber shall be credited against may demand and receive from the Mandatory Redemption PaymentCompany the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues for more than five (5) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the each Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant The Subscriber may rescind the election to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the receive a Mandatory Redemption Payment at any time until such payment is actually received. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Subscriber shall be credited against Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the Mandatory Redemption Paymentsale, lease or transfer of substantially all the assets of the Company or its Subsidiaries, or (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements or with the prior written consent of the Subscribers.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than thirty (30) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within not later than ten (10) business days after request, whichever is sooner request (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b) hereto), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften (10) days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company merging into or becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, or (iv) if the holders of the Company's Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than fifty percent of the Common stock owned by them on the Closing Date.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120115%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.the

Mandatory Redemption at Subscriber’s Election. In the event (a) the --------------------------------------------- Company is prohibited from issuing Conversion Shares, or (b) fails to timely deliver Shares on a Delivery Date, or (c) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement); any of the Subscription Agreementforegoing that is not cured during any applicable cure period and an additional twenty (20) days thereafter, or for any reason other than pursuant to the limitations set forth (d) upon a Change in Section 2.3 hereofControl (as defined below), then at the such Subscriber's election, the Company must pay to the such Subscriber ten (10) business days after request by the such Subscriber, at the such Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the such Subscriber multiplied by 120100%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the such Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, ; together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the such Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner request (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c"Change in Control" shall mean (i) hereofthe Company no longer having a class of shares publicly traded or listed on a Principal Market (as hereinafter defined), that have been paid (ii) the Company becoming a Subsidiary of another entity or accrued for merging into or with another entity, (iii) if Mr. Darin M. Myman beneficially owns and holds at any time after the twenty Xxxxxxx Xxxx less than ten percent (2010%) day period prior to the actual receipt of the Mandatory Redemption Payment by Company's Common stock, or (iv) the Subscriber shall be credited against sale, lease, license or transfer of substantially all the Mandatory Redemption Paymentassets of the Company and its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the ----------------------------------------------- Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120115%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), any of the Subscription Agreementforegoing that continues for more than thirty (30) business days, (iv) a Change in Control (as defined below), or for any reason other than pursuant to (v) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber ("Calculation Period"), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), and (iii) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In Subject to stockholder Approval as described in Section 9(x) of this Agreement for an increase in the authorized common shares sufficient to permit the delivery of shares of common stock, in the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by greater of (i) 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or any Subsidiary, (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, or (iv) Xxxxxxx Xxxxxx, the Chief Executive Officer of the Company is no longer serving as Chief Executive Officer unless prior written consent of the Subscriber had been obtained by the Company. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's ’s election, the Company must pay to the each Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electioneach Subscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c6.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the a Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 6.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes (which shall include, termination of such directors by the holders of more than 50% of the Common Stock outstanding as of such termination date), and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries (it being understood that the issuance of capital stock by the Company shall not, in and of itself, be deemed to be the sale or transfer of an asset of the Company).

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or % (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the "Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes and except due to the appointment of Dingliang Kuang to the board, (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries, (v) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than 40% of the Common Stock owned by them on the Closing Date, or (vi) if the Chief Executive Officer of the Company, as of the Closing Date, no longer serves as Chief Executive Officer of the Company unless the new Chief Executive Officer is Dingliang Kuang, who is currently the principal and majority owner of the Subsidiary.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the each Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electioneach Subscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120110%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the a Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes (which shall include, termination of such directors by the holders of more than 50% of the equity outstanding as of the Closing Date), and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then then, at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that which have been paid or accrued for the twenty (20) twenty-day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber Subscriber, shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) if the holders of the Company's Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common Stock owned by them on the Closing Date, and (v) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), or (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, any of which that continues for more than twenty (20) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereofbusiness days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120the greater of (y) 110%, or (iiz) a fraction in which the product numerator is the highest closing price of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for during the five consecutive trading days preceding either: (1) Calculation Period and the date denominator is the Company becomes obligated to pay lowest applicable Conversion Price during the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greaterCalculation Period, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive last trading days day preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in fullDeemed Conversion Date, whichever is greatergreater of (i) and (ii) above, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.2. In the event of a “Change in Control” (as defined below), the Subscriber may demand, and the Company shall pay, a Mandatory Redemption Payment equal to 130% of the outstanding principal amount of the Note designated by the Subscriber together with accrued but unpaid interest thereon and any other sums arising and outstanding under the Transaction Documents. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly tradable and listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity or merging into or with another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company, other than due to (a) natural causes except in the normal course of business or as may have been disclosed in the Reports or Other Written Information, (b) voluntary resignation, or (c) voluntary election not to be reappointed as director, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially owning at any time after the Closing Date less than twenty-five percent of the Common stock owned by them on the Closing Date, or (v) the sale, lease, license or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's ’s election, the Company must pay to the each Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electioneach Subscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the each such Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the a Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes (which shall include, termination of such directors by the holders of more than 50% of the Common Stock outstanding as of such termination date), and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries (it being understood that the issuance of capital stock by the Company shall not, in and of itself, be deemed to be the sale or transfer of an asset of the Company).

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares or Warrant Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), that continues for more than ten (10) business days, (iii) a Change in Control (as defined below), or (iv) of the Subscription Agreement) liquidation, dissolution or for any reason other than pursuant to winding up of the limitations set forth in Section 2.3 hereofCompany, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within not later than ten (10) business days after request, whichever is sooner request (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b) hereto), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoffifteen days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common stock owned by them on the Closing Date, and (v) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (a) the Company is prohibited from issuing Conversion Shares, or (b) fails to timely deliver Shares on a Delivery Date, or (c) purchases substantially all of the securities or assets of a corporation or other entity, or there is a material change in control of the Company (“Fundamental Change”) or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120105%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoffifteen days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) if the holders of the Company's Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common stock owned by them on the Closing Date, and (v) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.2. In the event of a “Change in Control” (as defined below), the Subscriber may demand, and the Company shall pay, a Mandatory Redemption Payment equal to 105% of the outstanding principal amount of the Note designated by the Subscriber together with accrued but unpaid interest thereon and any other sums arising and outstanding under the Transaction Documents. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly tradable and listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company, other than due to natural causes, or (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than thirty-five percent of the Common stock owned by them on the Closing Date.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription AgreementNote) or for any reason other than pursuant to the limitations set forth in Section 2.3 11.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c11.1(c) hereof, that have been paid or accrued for the twenty (20) thirty day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (a) the Company is prohibited from issuing Conversion Shares, or (b) fails to timely deliver Shares on a Delivery Date, or (c) upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement), and if any event listed in subparagraph (a), (b) or for (c) is not cured during any reason other than pursuant to the limitations set forth applicable cure period and an additional twenty (20) days thereafter, or (d) upon a Change in Section 2.3 hereofControl (as defined below), then at the such Subscriber's ’s election, the Company must pay to the Subscriber ten such Subscriber, fifteen (1015) business days after request by the such Subscriber, at the such Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the such Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the such Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at by either the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied or by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, ; together with accrued but unpaid interest thereon any other sums arising and any liquidated damages then payable outstanding under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the such Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner request (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c“Change in Control” shall mean (i) hereofthe Company no longer having a class of shares publicly traded or listed on a Principal Market (as hereinafter defined), that have been paid (ii) the Company becoming a Subsidiary of another entity or accrued for merging into or with another entity (other than in connection with a reincorporation), (iii) a change in the twenty (20) day period prior to the actual receipt composition of the Mandatory Redemption Payment board of directors of the Company over a period of twelve (12) months or less such that a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes (which shall include, a director’s election not to seek re-election, or the termination of such directors by the Subscriber shall be credited against holders of more than 50% of the Mandatory Redemption Paymentequity outstanding as of the Closing Date), or (iv) the sale, lease, license or transfer of substantially all the assets of the Company and its Subsidiaries, taken as a whole.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note the Notes or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 9 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) multiplying the product amount of the outstanding principal amount and interest of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an the amount of outstanding principal and interest of the Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The NEWYORK01 1037898v7 362761-000013 Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) (provided the Company has received Shareholder and filed a certificate of amendment to its Articles of Incorporation no later than September 1, 2009), the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), any of the Subscription Agreementforegoing that continues for more than twenty (20) business days, (iv) a Change in Control (as defined below), or for any reason other than pursuant to (v) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber (“Calculation Period”), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c6.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 6.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded, included for quotation or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries, (v) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common Stock owned by them on the Closing Date, or (vi) if the Chief Executive Officer of the Company, as of the Closing Date, no longer serves as Chief Executive Officer of the Company.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Conversion Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date (after giving effect to this transaction) less than forty percent of the Common stock owned by them on the Closing Date, or (v) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries other than events previously disclosed in the Reports.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), any of the Subscription Agreementforegoing that continues for more than twenty (20) business days beyond any applicable cure period, (iv) a Change in Control (as defined below), or for any reason other than pursuant to (v) of the limitations set forth in Section 2.3 hereofliquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's electionSubscriber ("Calculation Period"), a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes or the appointment of independent directors, (iv) the resignation of Xxxxxxxxxxx X. Xxxxxxx as President and Chief Executive Officer, or (v) the sale, lease or transfer of substantially all the assets of the Company and Subsidiaries on a consolidated basis, except if such Change in Control is a result of a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of the Company

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement), each of which that is not cured during any applicable cure period and an additional twenty (20) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereofdays thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner request (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for that is not cured during any reason other than pursuant to the limitations set forth in Section 2.3 hereofapplicable cure period and an additional ten days thereafter, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120115%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption PaymentPayment calculated pursuant to subsections (i) and (ii) above of this Section 7.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 7.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by one hundred and twenty percent (120%), or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market (as defined in Section 9(b) below) for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “"Deemed Conversion Date”") at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, "Change in Control" shall mean (i) the Company becoming a Subsidiary of another entity, (ii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iii) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription AgreementNote) or for any reason other than pursuant to the limitations set forth in Section 2.3 9.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at Subscriber or on the Delivery Date (if requested by the Subscriber's election, ) a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock for on the five consecutive trading days preceding either: (1) principal market from the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or (ii) upon the occurrence of any other Event of Default (as defined in the Note, this Note Agreement or any other Transaction Document), that continues beyond any applicable cure period, (iii) a Change in Control (as defined below) occurs, or (iv) upon the Subscription Agreement) liquidation, dissolution or for winding up of the Company or any reason other than pursuant to the limitations set forth in Section 2.3 hereofSubsidiary, then at the Subscriber's election, the Company must pay to the each Subscriber not later than ten (10) business days after request by the such Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal determined by multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by each such Subscriber by, at Subscriber’s election, the Subscriber multiplied by greater of (i) 120%, or (ii) a fraction the product numerator of which is the number highest closing price of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading thirty days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment demand is made in fullby Subscriber pursuant to this Section 7.2 and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, whichever is greater, together with plus accrued but unpaid interest thereon and any liquidated damages then payable other amounts due under the Transaction Documents (“"Mandatory Redemption Payment”"). The Mandatory Redemption Payment must be received by the each Subscriber on the same date as the Company Conversion Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) ten day period prior to the actual receipt of the Mandatory Redemption Payment by the such Subscriber shall be credited against the Mandatory Redemption PaymentPayment provided the balance of the Mandatory Redemption Payment is timely paid. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (ii) the sale, lease or transfer of substantially all the assets of the Company or any Subsidiary, or (iii) a majority of the members of the Company’s board of directors as of the Closing Date no longer serving as directors of the Company, except as a result of natural causes or as a result of hiring additional outside directors in order to meet appropriate stock exchange requirements, unless prior written consent of the Subscribers had been obtained by the Company. The foregoing notwithstanding, Subscriber may demand and receive from the Company the amount stated above or any other greater amount which Subscriber is entitled to receive or demand pursuant to the Transaction Documents.

Mandatory Redemption at Subscriber’s Election. In the event (i) the Company is prohibited from issuing Conversion Shares, or (ii) the Company fails to timely deliver Shares on a Delivery Date, or (iii) upon the occurrence of any other Event of Default (as defined in this the Note or in this Agreement), (iv) of the Subscription Agreementliquidation, dissolution or winding up of the Company, or (v) or a Change of Control (as defined below) any of which that continues for any reason other more than pursuant to the limitations set forth in Section 2.3 hereoften days, then at the Subscriber's ’s election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's ’s election, a sum of money in immediately available terms equal determined by (y) multiplying up to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (iiz) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt by the Subscriber of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c7.1(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.2, “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market, (ii) the Company becoming a Subsidiary of another entity, (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, (iv) if the holders of the Company’s Common Stock as of the Closing Date beneficially own at any time after the Closing Date less than forty percent of the Common stock owned by them on the Closing Date, and (v) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event (a) the Company is prohibited from issuing Conversion Shares, or (b) fails to timely deliver Shares on a Delivery Date, or (c) upon the occurrence of any other Event of Default (as defined in this the Note or in the Subscription this Agreement) and if any event listed in subparagraph (a), (b) or for (c) is not cured during any reason other than pursuant to the limitations set forth applicable cure period and an additional twenty (20) days thereafter, or (d) upon a Change in Section 2.3 hereofControl (as defined below), then at the such Subscriber's ’s election, the Company must pay to the such Subscriber ten (10) business days after request by the such Subscriber, at the such Subscriber's ’s election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the such Subscriber multiplied by 120%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the such Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at by either the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied or by the average highest closing price of the closing bid prices for the Common Stock on the Principal Market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, ; together with accrued but unpaid interest thereon and any liquidated damages then payable other sums arising and outstanding under the Transaction Documents (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the such Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner request (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c“Change in Control” shall mean (i) hereofthe Company no longer having a class of shares publicly traded or listed on a Principal Market (as hereinafter defined), that have been paid (ii) the Company becoming a Subsidiary of another entity or accrued for the twenty merging into or with another entity, (20iii) day period prior to the actual receipt a majority of the Mandatory Redemption Payment by board of directors of the Subscriber shall be credited against Company as of the Mandatory Redemption PaymentClosing Date no longer serving as directors of the Company, except due to natural causes, or (iv) the sale, lease, license or transfer of substantially all the assets of the Company and its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription AgreementNote) or for any reason other than pursuant to the limitations set forth in Section 2.3 9.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber, ) at the Subscriber's election, a sum of money in immediately available terms equal to the greater of determined by (i) the product of multiplying up to the outstanding principal amount of the Note designated by the Subscriber multiplied by 120130%, or (ii) the product of multiplying the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average highest closing price of the closing bid prices for the Common Stock on the principal market for the five consecutive trading days preceding either: (1) period commencing on the date Deemed Conversion Date until the Company becomes obligated day prior to pay the receipt of the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“"Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“"Mandatory Redemption Payment Date”"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.