Common use of Optional Redemption in Cash Clause in Contracts

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”) which date shall be ten (10) days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note in full (“Optional Redemption”) by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, Agreement or any other Ancillary Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment DateDate as set forth herein, then such Redemption Notice will be null and void. In the event that the Redemption Amount is paid to the Holder within six (6) months of the date of issue of this Note, upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Companies fifty percent (50%) of any fees it received from the Companies on the date of issue of this Note. If any Deferred Purchase Price Notes issued pursuant to the Security Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Companies pursuant to this Section 1.3 elects to make an Optional Redemption, then the Companies shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Optional Redemption in Cash. The (a) Subject to Section 2.4(b), the Borrower will not have the option of redeeming or prepaying in cash any Principal Amount during the twelve (12) months immediately following the date hereof. Thereafter, the Borrower will have the option of redeeming or prepaying this Note any Principal Amount (“Optional Redemption”"OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to to: (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75110% of the then Fixed Conversion PricePrincipal Amount if such redemption or prepayment occurs after twelve (12) months from the date hereof and prior to the end of the eighteenth (18th) month from the date hereof; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100105% of the then Fixed Conversion Price, inclusivePrincipal Amount if such redemption or prepayment occurs during the period commencing on the first day following the eighteenth (18th) month anniversary of the date hereof and prior to the end of the twenty-fourth (24th) month from the date hereof; or and (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5103% of the then Fixed Conversion Price, inclusive; Principal Amount if such redemption or (iv) one hundred twenty percent (120%) of prepayment occurs at any time thereafter but before the principal amount of Maturity Date. Each such redemption or prepayment made pursuant to this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with Section 2.4 shall include all accrued but unpaid interest thereon on that portion of the Principal Amount so prepaid or redeemed and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Security Agreement, Purchase Agreement or any Ancillary Agreement Related Document (as defined in the Security Purchase Agreement) (the “Redemption Amount”"REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the “Notice of Redemption”"NOTICE OF REDEMPTION") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”) which date shall be ten (10) days after the date of the Notice of Redemption (the “Redemption Period”"REDEMPTION PAYMENT DATE"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall be not earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note (“"Optional Redemption”") by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, to be prepaid together with accrued but unpaid interest thereon and if this Note is prepaid in full, any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Purchase Agreement, or any Ancillary Related Agreement if such prepayment is made on or before October 5, 2006 or (ii) one hundred fifteen percent (115%) of the principal amount of this Note to be prepaid together with accrued but unpaid interest thereon and if this Note is prepaid in full, any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement, or any Related Agreement if such prepayment is made after October 5, 2006 (each of 2.3(i) and 2.3(ii), as defined in applicable, being referred to herein as the Security Agreement) (the “"Redemption Amount”") outstanding on the day written notice of redemption (the “"Notice of Redemption”") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the “"Redemption Payment Date”") which date shall be ten seven (107) business days after the date of the Notice of Redemption (the “"Redemption Period”"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment DateDate as set forth herein, then such Redemption Notice and the Borrower's obligation to pay such stated Redemption Amount will be null and void.

Optional Redemption in Cash. The Borrower Company will have the option of prepaying this Note Note, either in whole or in part, as follows (“Optional Cash Redemption”): (i) in the event the Company consummates an underwritten secondary equity issuance of its Common Stock (exclusive of any convertible debt or convertible stock issuance, any PIPE transactions and other similar equity issuances at then below-market rates), the Company may utilize all or any portion of the net proceeds received by it in connection with each or any such equity issuance to prepay all or any part of the outstanding principal balance of this Note, without premium or penalty of any kind or nature; and (ii) in all other cases, the Company may prepay this Note, either in whole or in part, by paying to the Holder a sum of money cash equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with all accrued but unpaid interest thereon and any and all other sums due, accrued or and payable to the Holder arising under this Note, the Security Purchase Agreement, or any Ancillary Agreement (as defined in the Security Related Agreement) (the immediately preceding clauses (i) and (ii), collectively, the “Cash Redemption Amount”) outstanding on the day Cash Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of cash redemption (the “Notice of Cash Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Cash Secured Convertible Note 3 Redemption (the “Cash Redemption Payment Date”) ), which date shall be ten (10) days after the date of the Notice of Cash Redemption (the “Cash Redemption Period”). A Notice of Cash Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Cash Redemption Period. The Cash Redemption Amount shall be determined as if such XxxxxxHxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Cash Redemption. On the Cash Redemption Payment Date, the Cash Redemption Amount (plus any additional interest and fees accruing on the Notes during the Cash Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Company fail to pay the Cash Redemption Amount on the Cash Redemption Payment Date, then such Cash Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note in full (“Optional Redemption”) by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, Agreement or any other Ancillary Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment DateDate as set forth herein, then such Redemption Notice will be null and void. In the event that the Redemption Amount is paid to the Holder within six (6) months of the date of issue of this Note, upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Companies fifty percent (50%) of any fees it received from the Companies on the date of issue of this Note. If any Secured Term A Notes issued pursuant to the Security Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Secured Term A Notes”) and the Companies pursuant to this Section 1.4 elect to make an Optional Redemption, then the Companies shall take the same action with respect to all Outstanding Secured Term A Notes and make such payments to all holders of Outstanding Secured Term A Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Secured Term A Note.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to (i) in the case of any such prepayment occurring on or prior to the date that is the first anniversary of the Closing Date, one hundred five twenty percent (105120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; ), (ii) in the case of any such prepayment occurring after the first anniversary of the Closing Date and on or prior to the date that is the second anniversary of the Closing Date, one hundred fifteen percent (115%), (iii) in the case of any such prepayment occurring thereafter, one hundred ten percent (110%) ), in each case, of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, Purchase Agreement or any Ancillary other Related Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below); provided that, in the event that the Company wishes to consummate a merger or reorganization that is not a Qualified Reorganization (a “Non-Qualified Reorganization”), and the Holder does not consent, pursuant to Section 6.13 of the Purchase Agreement, to such Non-Qualified Reorganization within a reasonable time period after a request by the Company (not to exceed ten (10) business days after receipt by the Holder of (x) such request for consent made by the Company and (y) the definitive agreement reflecting the final terms of such Non-Qualified Reorganization), the Company shall have the option of prepaying this Note in connection with such Non-Qualified Reorganization and the Redemption Amount shall be equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement outstanding on the Redemption Payment Date. In the case of any such prepayment referred to in the immediately preceding sentence, the Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten seven (107) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment DateDate as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Company will have the option of prepaying this Note prior to the Maturity Date (“Optional Redemption”) (i) by paying to the Holder a sum of money equal to (i) one hundred twenty five percent (105125%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any other Ancillary Agreement outstanding on the Redemption Payment Date (as defined below) or (ii) in the event that the February 2005 Overadvance Period (as defined in that certain Amendment to the Security Agreement and the Registration Rights Agreement, dated as of February ___, 2005, by and between the Company and the Holder) has ended and the Company is required to repay a portion of this Note so that the aggregate outstanding Loans do not exceed the Formula Amount, by paying to the Holder a sum of money equal to one hundred percent (100%) of such amount required to be repaid; provided that the Company shall only be permitted to make an optional redemption in cash pursuant to this clause (ii) of this Section 2.3 if the average closing price of the Common Stock for the five most recently ended trading days is less than one hundred ten percent (110%) of the Fixed Conversion Price (each of the amounts set forth in the preceding clauses (i) and (ii) of this Section 2.3, a “Redemption Amount”) outstanding on ). The Company shall deliver to the day Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten seven (107) days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to (ia) one hundred percent (100%) of the Principal Amount outstanding at such time if such payment occurs prior to the first anniversary of the Closing Date, (b) one hundred five percent (105%) of the principal amount of this Note Principal Amount outstanding at such time if such payment occurs on or after the closing price first anniversary of the Common Stock on one or more Closing Date and prior to the second anniversary of the three Closing Date, (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iiic) one hundred fifteen percent (115%) of the principal amount of this Note Principal Amount outstanding at such time if such payment occurs on or after the closing price second anniversary of the Common Stock on one or more Closing Date and prior to the third anniversary of the three Closing Date and (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (ivd) one hundred twenty percent (120%) of the principal amount of this Note Principal Amount outstanding if such payment occurs on or after the closing price third anniversary of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion PriceClosing Date, in each case, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, Agreement or any other Ancillary Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment DateDate as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Parent may prepay this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to (i) one hundred twenty five percent (105125%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, Agreement or any other Ancillary Agreement if prepaid on or before July 1, 2008; (as defined in ii) one hundred fifteen percent (115%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security AgreementAgreement or any other Ancillary Agreement if prepaid after July 1, 2008 but on or before July 1, 2009; or (iii) one hundred ten percent (110%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement or any other Ancillary Agreement if prepaid after July 1, 2009 but before the Maturity Date (each of the foregoing (i), (ii) and (iii) a “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.1 Article III during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment DateDate as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) if such prepayment occurs on or prior to the first anniversary of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion PriceClosing Date, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note the Note, (ii) if such prepayment occurs after the closing price first anniversary of the Common Stock Closing Date and on one or more prior to the second anniversary of the three Closing Date, one hundred seven percent (3107%) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Priceprincipal amount of the Note and (iii) if such prepayment occurs after the second anniversary of the Closing Date, inclusive; or (iv) one hundred twenty two percent (120102%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion PriceNote, in each case, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, Purchase Agreement or any Ancillary Related Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”) which date shall be ten seven (107) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment DateDate as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note (the “Optional Redemption”) (i) on of before December 31, 2006 by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, Agreement or any other Ancillary Agreement (as defined in ii) on or after January 1, 2007 until December 31, 2007 by paying to the Holder a sum of money equal to one hundred four percent (104%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security AgreementAgreement or any other Ancillary Agreement and (iii) on or after December 31, 2007 until the Maturity Date by paying to the Holder a sum of money equal to one hundred three percent (103%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement or any other Ancillary Agreement (each such amount set forth in 2.3(i), 2.3(ii) and 2.3 (iii) respectively being referred to herein as the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten three (103) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note (“"Optional Redemption”") by paying to the Holder a sum of money equal to (i) one hundred five thirty percent (105130%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any other Ancillary Agreement if such redemption is made on or before February 10, 2007; ii) one hundred twenty five percent (as defined in 125%) of the principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any other Ancillary Agreement if such redemption is made after February 10, 2007 but on or before February 10, 2008 or iii) one hundred twenty percent (120%) of the “principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any other Ancillary Agreement if such redemption is made after February 10, 2008 but on or before February 10, 2009 (each such respective amount being a "Redemption Amount”") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “"Notice of Redemption”") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “"Redemption Payment Date”) "), which date shall be ten seven (107) days after the date of the Notice of Redemption (the “"Redemption Period”"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s 's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower Borrowers will have the option of prepaying this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to (i) in the case of any such prepayment occurring on or prior to the date that is the first anniversary of the Closing Date, one hundred five three percent (105103%), (ii) in the case of any such prepayment occurring on or prior to the date that is the second anniversary of the Closing Date, one hundred two percent (102%), and (iii) in the case of any such prepayment occurring thereafter, one hundred one percent (101%), in each case, of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any other Ancillary Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten seven (107) days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Borrowers fail to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower Borrowers will have the option of prepaying this Note (“Optional Redemption”"OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) plus an early termination fee in an amount equal to five percent (5%) of the original principal amount of this Note if such Optional Redemption occurs prior to the first anniversary of the date hereof, four percent (4%) if such Optional Redemption occurs after the first anniversary but prior to the second anniversary of the date hereof and three percent (3%) if such Optional Redemption occurs after the second anniversary of the date hereof (the “Redemption Amount”"REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the “Notice of Redemption”"NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”"REDEMPTION PAYMENT DATE") which date shall be ten seven (107) days after the date of the Notice of Redemption (the “Redemption Period”"REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s Holder's conversion elections had been completed immediately prior to the priox xx xhe date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Borrowers fail to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Borrowers will have the option of prepaying this Note (“Optional Redemption”"OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) plus an early termination fee in an amount equal to five percent (5%) of the original principal amount of this Note if such Optional Redemption occurs prior to the first anniversary of the date hereof, four percent (4%) if such Option Redemption occurs after the first anniversary but prior to the second anniversary of the date hereof and three percent (3%) if such Optional Redemption occurs after the second anniversary of the date hereof (the “Redemption Amount”"REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the “Notice of Redemption”"NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”"REDEMPTION PAYMENT DATE") which date shall be ten seven (107) days after the date of the Notice of Redemption (the “Redemption Period”"REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s Holder's conversion elections had been completed immediately prior to the priox xx xhe date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Borrowers fail to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note in full (“Optional Redemption”) by paying to the Holder a sum of money equal to (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75% of the then Fixed Conversion Price; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100% of the then Fixed Conversion Price, inclusive; or (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5% of the then Fixed Conversion Price, inclusive; or (iv) one hundred twenty percent (120%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, Agreement or any other Ancillary Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the “Redemption Payment Date”) ), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment DateDate as set forth herein, then such Redemption Notice will be null and void. In the event that the Redemption Amount is paid to the Holder within six (6) months of the date of issue of this Note, upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Companies fifty percent (50%) of any fees it received from the Companies on the date of issue of this Note. If any Secured Term B Notes issued pursuant to the Security Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Secured Term B Notes”) and the Companies pursuant to this Section 1.4 elects to make an Optional Redemption, then the Companies shall take the same action with respect to all Outstanding Secured Term B Notes and make such payments to all holders of Outstanding Secured Term B Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Secured Term B Note.

Optional Redemption in Cash. The (a) Subject to Section 2.4(b), the Borrower will not have the option of redeeming or prepaying in cash any Principal Amount during the twelve (12) months immediately following the date hereof. Thereafter, the Borrower will have the option of redeeming or prepaying this Note any Principal Amount (“Optional Redemption”) by paying to the Holder a sum of money equal to to: (i) one hundred five percent (105%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is less than or equal to 75110% of the then Fixed Conversion PricePrincipal Amount if such redemption or prepayment occurs after twelve (12) months from the date hereof and prior to the end of the eighteenth (18th) month from the date hereof; (ii) one hundred ten percent (110%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 76% and 100105% of the then Fixed Conversion Price, inclusivePrincipal Amount if such redemption or prepayment occurs during the period commencing on the first day following the eighteenth (18th) month anniversary of the date hereof and prior to the end of the twenty-fourth (24th) month from the date hereof; or and (iii) one hundred fifteen percent (115%) of the principal amount of this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption date is between 101% and 107.5103% of the then Fixed Conversion Price, inclusive; Principal Amount if such redemption or (iv) one hundred twenty percent (120%) of prepayment occurs at any time thereafter but before the principal amount of Maturity Date. Each such redemption or prepayment made pursuant to this Note if the closing price of the Common Stock on one or more of the three (3) trading days immediately preceding the Optional Redemption Date is greater than 107.5% of the then Fixed Conversion Price, together with Section 2.4 shall include all accrued but unpaid interest thereon on that portion of the Principal Amount so prepaid or redeemed and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Security Agreement, Purchase Agreement or any Ancillary Agreement Related Document (as defined in the Security Purchase Agreement) (the “Redemption Amount”) outstanding on the day written notice of redemption (the “Notice of Redemption”) is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”) which date shall be ten (10) days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx’s conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall be not earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date, then such Redemption Notice will be null and void.