Common use of Optional Redemption Clause in Contracts

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have If no redemption right is set forth on the option of redeeming any outstanding Notes ("Optional Redemption") by paying face hereof, this Note may not be redeemed prior to the Subscriber Stated Maturity Date, except as set forth in the Indenture. If a sum Redemption Right is set forth on the face of money as follows: from this Note, the Closing Trust shall elect to redeem this Note on the Interest Payment Date through 30 days after the Closing Initial Redemption Date - 120% from 31 days through 90 days after set forth on the Closing face hereof on which the Funding Agreement is to be redeemed in whole or in part by Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date - 135% from 91 days through 180 days after in whole or in part, as applicable, in increments of $1,000 at the Closing Date - 150% after 180 days following applicable Redemption Price (as defined below), together with unpaid interest accrued thereon to the Closing Date - 200% applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums dueFunding Agreement to be redeemed by Protective Life, accrued or payable to by (B) the Subscriber arising under this Subscription outstanding principal amount of the Funding Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Initial Redemption Percentage, if any, applicable to give the Company Notice of Conversion in connection with some or all this Note shall decline at each anniversary of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Initial Redemption must be accompanied Date by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds an amount equal to the applicable Annual Redemption AmountPercentage Reduction, if any, until the Redemption Price is equal to 100% of the Principal Amount thereof to be redeemed. The Redemption Amount Notice must be paid in good funds given not more than seventy-five (75) nor less than thirty (30) calendar days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")proposed redemption date. In the event of redemption of this Note in part only, a new Note for the Company fails to pay unredeemed portion hereof shall be issued in the Redemption Amount by name of the Optional Redemption Payment Date, then Holder hereof upon the Redemption Notice will be null and void and surrender hereof. If less than all of the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionNotes are redeemed, the Redemption Amount Indenture Trustee will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued select by lot or in connection with the Offeringits discretion, in proportion to their holdings of Note principal on a Redemption Date. A Notice pro rata basis, the amount of Redemption may be given by the Company, provided (i) no Event interest of Default, as described each direct participant in the Note shall have occurred or Trust to be continuing; and (ii) redeemed. Unless otherwise specified herein, the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds Trust may not be used redeem the Notes after the date that is thirty (30) days prior to effect an Optional Redemptionthe Stated Maturity Date.

Optional Redemption. The Company will have If no redemption right is set forth on the option of redeeming any outstanding Notes ("Optional Redemption") by paying face hereof, this Note may not be redeemed prior to the Subscriber Stated Maturity Date, except as set forth in the Indenture. If a sum Redemption Right is set forth on the face of money as follows: from this Note, the Closing Trust shall elect to redeem this Note on the Interest Payment Date through 30 days after the Closing Initial Redemption Date - 120% from 31 days through 90 days after set forth on the Closing face hereof on which the Funding Agreement is to be redeemed in whole or in part by Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date - 135% from 91 days through 180 days after in whole or in part, as applicable, in increments of $1,000 at the Closing Date - 150% after 180 days following applicable Redemption Price (as defined below), together with unpaid interest accrued thereon to the Closing Date - 200% applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums dueFunding Agreement to be redeemed by Protective Life, accrued or payable to by (B) the Subscriber arising under this Subscription outstanding principal amount of the Funding Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Initial Redemption Percentage, if any, applicable to give the Company Notice of Conversion in connection with some or all this Note shall decline at each anniversary of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Initial Redemption must be accompanied Date by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds an amount equal to the applicable Annual Redemption AmountPercentage Reduction, if any, until the Redemption Price is equal to 100% of the Principal Amount thereof to be redeemed. The Redemption Amount Notice must be paid in good funds given not more than seventy-five (75) nor less than thirty (30) calendar days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")proposed redemption date. In the event of redemption of this Note in part only, a new Note for the Company fails to pay unredeemed portion hereof shall be issued in the Redemption Amount by name of the Optional Redemption Payment Date, then Holder hereof upon the Redemption Notice will be null and void and surrender hereof. If less than all of the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionNotes are redeemed, the Redemption Amount Depositary will be deemed a Mandatory Redemption Payment and select by lot the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event amount of Default under the Note. Any Notice interest of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described each direct participant in the Note shall have occurred or Trust to be continuing; and (ii) redeemed. Unless otherwise specified herein, the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds Trust may not be used redeem the Notes after the date that is thirty (30) days prior to effect an Optional Redemptionthe Stated Maturity Date.

Optional Redemption. The Company (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will have cause the option of redeeming any outstanding Notes Issuer to notify the Indenture Trustee, each Derivative Counterparty ("Optional Redemption") by paying as applicable, with respect to the Subscriber a sum related Series of money as follows: from Notes) and the Closing Date through 30 Noteholders of such redemption at least ten (10) days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Default under this Indenture and the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company will have Unless otherwise provided in the applicable Terms Supplement, the Administrator may at its option redeem the outstanding Classes of redeeming REMIC Certificates of each Series (or, in the case of a Double-Tier Series, the outstanding Lower-Tier Classes of any Lower-Tier REMIC Pool) in whole, but not in part, upon not less than 30 or more than 60 days’ notice, on any Payment Date when the aggregate outstanding Notes ("Optional Redemption") by paying principal amount of such Classes, after giving effect to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200principal payments to be made on such Payment Date, would be less than 1% of the aggregate original principal amount of such Classes. Any optional redemption shall be at a redemption price equal to 100% of the unpaid principal amount of the Note together with Classes redeemed, plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable for the Accrual Period relating to the Subscriber arising under this Subscription Agreementapplicable Payment Date. In order to effect an optional redemption, Note or any other document delivered herewith ("Redemption Amount") outstanding the Administrator, on behalf of the day notice Trustee, shall adopt a plan of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by complete liquidation meeting the Subscriber at any time before receipt requirements of a Notice “qualified liquidation” under Section 860F(a)(4) of Redemptionthe Code. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption Pursuant to give the Company Notice of Conversion in connection with some or plan, the Administrator shall liquidate all of the Note Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by the Administrator, and apply the net proceeds of such liquidation (together with funds contributed by the Administrator if the net proceeds are insufficient) to pay the redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the redemption price of the Lower-Tier Classes that constitute Mortgage Securities for the Upper-Tier REMIC Pool shall be applied as principal and interest which was on the subject outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Following any redemption, any remaining proceeds from the liquidation of the Notice Assets in the REMIC Pool (or, in the case of Redemption. A Notice a Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net of Redemption must liquidation expenses, shall be accompanied by a certificate signed by distributed pro rata to the chief executive officer or chief financial officer Holders of the Company stating that the Company has on deposit and segregated ready funds equal related Residual Class upon surrender of their Certificates to the Redemption AmountAdministrator. Upon any redemption, any outstanding MACR Classes shall be retired from the proceeds of redemption of their related Regular Classes of REMIC Certificates. All decisions as to the making of an optional redemption, including the timing of any optional redemption, shall be at the Administrator’s sole discretion. The Redemption Amount must Administrator shall be paid under no obligation to any Holder to make or not make an optional redemption, even if it would be in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionsuch Holder’s interest.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in . This Option Redemption shall be available to the Note shall have occurred or be continuing; and (ii) Borrower for 180 days from the Company Shares issuable upon conversion date of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as note and shall be of the Redemption Date. Note proceeds may not be used to no effect an Optional Redemptionthereafter.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("“Optional Redemption") ”), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription Agreement, the Note or any other document delivered herewith Transaction Document ("the “Redemption Amount"”) outstanding on the day written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber ("Redemption Date")the Holder. A The Notice of Redemption may shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must shall not be accompanied by effective with respect to any portion of this Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes may prepay this Note ("“Optional Redemption"”) by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred percent (100%) of the principal amount of the Note 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 Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith Related Agreement ("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 a Subscriber specifying the date for such Optional Redemption ("the “Redemption Payment Date"”). A Notice of Redemption may not , which date shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five ten (510) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to On the Redemption Amount. The Payment Date, the Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the such Redemption Notice will be null and void void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company will thereafter have no further right pursuant to effect this Section 1.4 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given make such payments to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable pro rata basis based upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionAmount of each Outstanding Note.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes may prepay this Note ("“Optional Redemption"”) by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred percent (100%) of the principal amount of the Note 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 Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith Related Agreement ("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 a Subscriber specifying the date for such Optional Redemption ("the “Redemption Payment Date"”). A Notice of Redemption may not , which date shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five ten (510) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to On the Redemption Amount. The Payment Date, the Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the such Redemption Notice will be null and void void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company will thereafter have no further right pursuant to effect this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given make such payments to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable pro rata basis based upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionAmount of each Outstanding Note.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes Note ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not must be given given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with any a portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt employing the Conversion Price described in SECTION 2.1(b)(ii) of a Notice of Redemptionthe Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionRedemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh fifth (7th5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note Note, shall have occurred or be continuingoccurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will have pay the option full amount of redeeming any outstanding Notes ("Optional Redemption") by paying accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Subscriber a sum Holder of money as follows: from record at the Closing Date through 30 days close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Closing Date - 120% from 31 days through 90 days after Par Call Date, the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Redemption Price will be equal to 100% of the principal amount of the Note together with Notes being redeemed plus accrued but and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any and all other sums dueoptional redemption of any Notes will be given to Holders at their addresses, accrued or payable as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the Subscriber arising under this Subscription Agreementdate fixed for redemption. The notice of redemption will specify, Note among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or any other document delivered herewith ("Redemption Amount") outstanding on less than all of the day Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption ("Notice or such shorter period as is satisfactory to the Trustee) of Redemption) is given the aggregate principal amount of Notes to a Subscriber ("be redeemed and their Redemption Date"). A Notice of Redemption may not be given in In connection with any portion of Note for which redemption prior to the Par Call Date, the Company shall give the Trustee notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days related Redemption Price promptly after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal calculation thereof and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that if the Company has on deposit and segregated ready funds equal requested that the Trustee give to the Redemption Amount. The Redemption Amount must be paid in good funds to Holders the Subscriber no later than notice of redemption required by Section 1104 of the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event Base Indenture, such notice from the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must shall be given to all holders the Trustee at such time as shall permit the Trustee to include notice of Notes issued the Redemption Price in connection with such notice of redemption. The Trustee shall have no responsibility for calculating the OfferingRedemption Price. The Trustee shall select, in proportion such manner as it shall deem fair and appropriate, no less than 60 days prior to their holdings the date of Note principal on a Redemption Dateredemption, the Notes to be redeemed in part. A Notice of Redemption may Neither the Company nor the Trustee shall be given by the Company, provided required to: (i) no Event issue, register the transfer of Default, as described in or exchange Notes during a period beginning at the Note shall have occurred opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or be continuing; and (ii) register the Company Shares issuable upon conversion transfer of or exchange any Note, or portion thereof, called for redemption, except the full outstanding unredeemed portion of any Note principal are included for unrestricted resale being redeemed in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Company Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - in cash equal to one hundred and twenty percent (120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% %) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription Agreement, Note or any other document delivered herewith through the Redemption Payment Date as defined below ("the “Redemption Amount") outstanding on the day ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) is given to a Subscriber business days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption may not Redemption, if given, must be given in connection with any portion of Note for on the first business day following twenty (20) consecutive trading days (“Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionEquity Conditions have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default, as described . In the event the Equity Conditions cease to be in effect prior to the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company will have Owners at their option may, on any Payment Date, redeem the option Term Notes in whole or in part upon payment of redeeming any outstanding Notes ("Optional Redemption") by paying a redemption price equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption, provided that if (i) such redemption occurs prior to February 1, 2018 and (ii) a Vessel is then subject to the related Charter or to an Acceptable Replacement Charter pursuant to which the charterer thereunder is required to pay charter hire equal to or greater than the Charter Hire payable by the Charterer during the Fixed Period, then the Make-Whole Premium shall be payable with respect to Mortgage Notes in an amount equal to Allocated Principal Amount of the Note Mortgage Notes for such Vessel. In addition, in the event a Charter is terminated and an Acceptable Replacement Charter is commercially unavailable, the Owners, at their option, may redeem the Mortgage Notes in part in an amount equal to the Allocated Principal Amount of the Mortgage Notes for the related Vessel upon payment of a redemption price equal to 100% of the principal amount thereof, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable (including default interest) to the Subscriber arising under this Subscription Agreementdate fixed for redemption, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given provided that, in connection with any portion such optional redemption of Note for which notice Mortgage Notes pursuant to this Section 12.1(b), and notwithstanding any of conversion has been given by the Subscriber at provisions of this Indenture and without further consent from Noteholders, the Indenture Trustee shall promptly release the Vessel, relating to the Allocated Principal Amount of the Mortgage Notes so optionally redeemed, to its Owner and such Owner and the Indenture Trustee shall be entitled to amend or terminate any time before receipt and all applicable Security Documents in connection with, and to reflect, the release of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give such Vessel, and provided further, that the Company Notice of Conversion Indenture Trustee, in connection with some any such release, amendment or all of the Note principal termination, has received a Company Order requesting such release, amendment and interest termination, which was the subject of the Notice of Redemption. A Notice of Redemption must Company Order shall be accompanied by a certificate signed by the chief executive officer or chief financial officer form(s) of the Company stating that the Company has on deposit such release, amendment and segregated ready funds equal termination agreement(s) and an Officers' Certificate and an Opinion of Counsel to the Redemption Amount. The Redemption Amount must be paid effect that all conditions precedent provided for in good funds this Indenture to the Subscriber no later than the seventh (7th) business day after the Redemption Date (such release, amendment and termination have been complied with."Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company will have prior to January 26, 2023. On or after January 26, 2023, the option of redeeming any outstanding Notes Company may redeem ("an “Optional Redemption"”) by paying to for cash all or any portion of the Subscriber a sum Notes, at the Redemption Price, if the Last Reported Sale Price of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - Common Shares exceeds 150% after 180 days following the Closing Date - 200% of the principal amount Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Note together Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with accrued but unpaid interest thereon and any and Section 16.02; provided that the Company may not exercise its Optional Redemption right unless (x) all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document Common Shares delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with Holder that elects to convert all or any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of its Notes issued in connection with the Offering, related Redemption Notice are freely tradeable under Rule 144 by such Holder (other than the Company’s Affiliates or a Holder that has been the Company’s Affiliate at any time during the three months preceding) without restriction pursuant to Rule 144 or (y)(I) a shelf registration statement registering the resale of all Common Shares delivered to a Holder that elects to convert all or any portion of its Notes in proportion connection with the related Redemption Notice is effective under the Securities Act and available for use by such Holder and (II) the Company expects such shelf registration statement to their holdings remain effective and so available for use from the date of Note principal on the delivery of such Common Shares through the date that is thirty (30) calendar days following such delivery. The Company may not exercise its Optional Redemption right at any time when any “Holder” as defined in and pursuant to the Exchange Agreement is in possession of material non-public information about the Company or its securities that has been provided to such Holder by the Company or its representatives pursuant to a Redemption Date. A Notice of Redemption may be given non-disclosure or similar agreement with the Company or otherwise (as reasonably determined by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption).

Optional Redemption. The Company will at its option shall have the option of redeeming any outstanding Notes right, but not the obligation, to redeem ("“Optional Redemption"”) by paying early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Subscriber a sum of money as follows: from the Closing Date through 30 days Holder after the Closing Date - 120% from 31 days through 90 days close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder, or (y) at any time after the Closing Date - 135% from 91 days through 180 days tenth (10th) Trading Day after the Closing Date - 150% after 180 days following initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the Closing Date - 200% of the principal amount outstanding balance of the Note together with accrued but unpaid interest thereon to be redeemed and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The “Redemption Amount must Amount” shall be paid in good funds an amount equal to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given outstanding Principal balance being redeemed by the Company, provided (i) no Event plus the Payment Premium in respect of Defaultsuch Principal amount, as described in plus all accrued and unpaid interest, if any on such Principal amount. After receipt of a Redemption Notice, the Note Holder shall have occurred ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Redemption Notice) to elect to convert all or be continuing; and any portion of the Note. On the eleventh (ii11th) Trading Day after the applicable Redemption Notice, the Company Shares issuable upon conversion of shall deliver to the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Holder the Redemption Date. Note proceeds may Amount with respect to the Principal amount redeemed to the extent not be used converted and otherwise after giving effect to effect an Optional Redemptionconversions or other payments made during the ten (10) Trading Day period.

Optional Redemption. The Company will have Issuer may redeem the Notes at any time at the option of redeeming any outstanding Notes ("Optional Redemption") by paying the Issuer, in whole or from time to time in part, at a redemption price equal to the Subscriber a sum Redemption Price. If notice of money redemption has been given as follows: provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Closing Redemption Date through will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 30 days after prior to the Closing Date - 120% from 31 days through 90 days after date fixed for redemption. The notice of redemption will specify, among other items, the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of Redemption Price and the principal amount of the Note together with accrued but unpaid interest thereon and any and Notes held by such Holder to be redeemed. If all other sums dueor less than all of the Notes are to be redeemed at the option of the Issuer, accrued or payable the Issuer will notify the Trustee at least 45 days prior to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day giving notice of redemption ("Notice or such shorter period as is satisfactory to the Trustee) of Redemption) is the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Original Indenture, such notice from the Issuer shall be given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which the Trustee at such time as shall permit the Trustee to include notice of conversion has been given by the Subscriber at any time before receipt Make-Whole Amount in such notice of a Notice of Redemptionredemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Trustee shall have no responsibility for calculating the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Make-Whole Amount. The Redemption Amount must be paid Trustee shall select, in good funds such manner as it shall deem fair and appropriate, no less than 60 days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electiondate of redemption, the Redemption Amount will Notes to be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued redeemed in connection with the Offering, whole or in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Company (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on (i) any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will have cause the option of redeeming any outstanding Notes Issuer to notify the Indenture Trustee, each Derivative Counterparty ("Optional Redemption") by paying as applicable, with respect to the Subscriber a sum related Series of money as follows: from Notes) and the Closing Date through 30 Noteholders of such redemption at least ten (10) days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of Default under the Note. Any Notice of Redemption must be given to such Series or Class, plus all holders of Notes issued accrued and unpaid interest and other amounts due in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion respect of the Notes, is paid in full outstanding Note principal are included for unrestricted resale in a registration statement effective as or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company (a) Provided that no Event of Default under the Subscription Agreement or this Note exists, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith Transaction Document (as defined in the Purchase Agreement) (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described . The funds for such redemption may not come from a third party financing or other financing provided by the holder and may not result in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion subsequent assignment of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionthis debt.

Optional Redemption. The Company will have In the option of redeeming event the Issuer elects to redeem any outstanding Notes ("Optional Redemption") by paying in whole or in part, the Issuer shall give written notice to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Issuing and Paying Agent of the principal amount of such Notes to be so redeemed in accordance with the Note together with accrued but unpaid terms set forth in the Notes. In any such written notice, (a) if Certificated Notes are to be redeemed, the Issuer shall identify such Notes by specifying the interest thereon rate or formula pursuant to which interest is calculated on such Notes, the Interest Payment Dates, the stated maturity date and any and all other sums dueredemption terms or (b) if Book-Entry Notes are to be redeemed, accrued or payable the Issuer shall identify such Notes by specifying the CUSIP number assigned to the Subscriber arising under this Subscription Agreement, Global Note or Notes representing such Notes. The Issuing and Paying Agent shall cause any other document delivered herewith ("Redemption Amount") outstanding on the day such notice of redemption ("Notice to be forwarded to the Registered Holders of Redemption) is given the Notes to a Subscriber ("Redemption Date")be redeemed in accordance with the terms set forth in the Notes in the name and at the expense of the Issuer. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or Whenever less than all of the Note Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, the Issuing and Paying Agent shall reduce the principal and interest which was amount of one or more Global Notes, by the subject amount of such redemption, by means of an appropriate adjustment on the records of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Issuing and Paying Agent, subject to the chief executive officer or chief financial officer rules and procedures of the Company stating that Depositary, or (b) in the Company has on deposit case of all other Notes, the Issuing and segregated ready funds Paying Agent shall select the Notes to be so redeemed ratably among Registered Holders. Any Note which is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be surrendered to the Corporate Trust Office, and the Issuer shall execute, and upon receipt of Issuance Instructions from an Authorized Representative of the Issuer, the Issuing and Paying Agent shall authenticate and deliver to the Registered Holder of such Note, without service charge, a new Note of like tenor and terms, of any Authorized Denomination as requested by such Registered Holder, in an aggregate principal amount equal to and in exchange for the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion unredeemed portion of the full outstanding principal of such Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionso surrendered.

Optional Redemption. The Company will have On and after _____________, 2002, the option of redeeming Corporation may, at its option, redeem at any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% time all of the principal amount outstanding Series A Preferred Stock or a part of the Note outstanding Series A Preferred Stock at a price per share (the "Redemption Price"), equal to $25.00 per share of Series A Preferred Stock, together with all accrued but and unpaid interest thereon dividends to and any and all other sums due, accrued or payable to including the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of date fixed for redemption ("Notice of Redemption) is given to a Subscriber (the "Redemption Date"). ; provided, however, that no partial redemption of the Series A Notice Preferred Stock may be effected if after giving effect thereto the aggregate Liquidation Value of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of RedemptionSeries A Preferred Stock outstanding is less than $10,000,000. The Subscriber may elect within five Redemption Price and all accrued and unpaid dividends shall be paid in cash; provided, however, that if (5a) business days after receipt a holder of Series A Preferred Stock desires to convert any of its Series A Preferred Stock called for redemption but such conversion would cause any direct or indirect holder which is classified as a Notice of Redemption to give the Company Notice of Conversion in connection with some or all real estate investment trust ("REIT") under Section 856 of the Note principal and interest which was the subject Code to own , directly or indirectly, more than 9.9% of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer outstanding voting capital stock of the Company stating that Corporation or would otherwise cause any direct or indirect holder of such outstanding voting capital stock to lose its status as a REIT under the Company Code, and (b) such holder has on deposit and segregated ready funds equal so notified the Corporation in writing prior to the Redemption Amount. The Date, stating the number of shares of Series A Preferred Stock which have been called for redemption which such holder is unable to convert for such reason (such shares being referred to as the "Unconvertible Shares"), then the Corporation shall pay, in cash, the Redemption Amount must be paid in good funds Price plus all accrued and unpaid dividends for each Unconvertible Share and shall issue to such holder a warrant to purchase the Subscriber no later than number of shares of Common Stock equal to (i) the seventh (7th) business day after fair market value of a share of Common Stock on the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay over the Redemption Amount Price, multiplied by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company number of shares of Common Stock into which the Unconvertible Shares issuable upon conversion redeemed from such holder were convertible immediately prior to such redemption, and divided by (iii) the fair market value of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as share of Common Stock on the Redemption Date. Note proceeds may Such warrant shall be exercisable without cost to the holder thereof at any time and from time to time for a period of ten (10) years from the date of issuance of such warrant. The warrant shall be on such terms and conditions as are customarily contained in like warrants, including provisions to protect the holder of the warrant from dilution. The Corporation shall have the right, at any time, to redeem such warrant at a price equal to the fair market value of such warrant on the date of any such redemption. The fair market value of a share of Common Stock on the Redemption Date shall be deemed to be the average of the daily closing prices of the Common Stock for thirty (30) consecutive trading days commencing forty-five (45) trading days before the Redemption Date. The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not be used listed or admitted to effect an Optional Redemptiontrading on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Stock or, in case no reported sale takes place, the average of the closing bid and asked prices, on Nasdaq or any comparable system, or if the Common Stock is not quoted on Nasdaq or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Corporation for that purpose.

Optional Redemption. The Subject to the provisions of this Section 5, the Company will have may, at any time, deliver a notice to the option of redeeming any outstanding Notes Holders (an "Optional RedemptionOPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the "OPTIONAL REDEMPTION NOTICE DATE") by paying of its irrevocable election to redeem all, but not less than all, of the then outstanding Debentures, for an amount, in cash, equal to the Subscriber a sum of money as follows: from Optional Redemption Amount on the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days 30th Trading Day following the Closing Optional Redemption Notice Date - 200% of (such date, the principal amount of "OPTIONAL REDEMPTION DATE" and such redemption, the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption DateOPTIONAL REDEMPTION"). A Notice of The Optional Redemption may not be given Amount is due in connection with any portion of Note for which notice of conversion has been given by full on the Subscriber at any time before receipt of a Notice of RedemptionOptional Redemption Date. The Subscriber Company may elect within five only effect an Optional Redemption if from the Optional Redemption Notice Date through to the Optional Redemption Date, each of the following shall be true: (5i) business days after receipt of a Notice of Redemption to give the Company Notice shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Conversion in connection with some or Notices prior to the Optional Redemption Date, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the Note principal Underlying Shares issued to the Holders and interest which was the subject all of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Underlying Shares as are issuable to the chief executive officer or chief financial officer Holders upon conversion in full of the Company stating that Debentures subject to the Optional Redemption (and the Company has believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on deposit the Principal Market (and segregated ready funds equal to the Redemption Amount. The Redemption Amount must Company believes, in good faith, that trading of the Common Stock on the Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in good funds cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Subscriber no later than Holder upon conversion in full of the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails Debentures subject to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided ; (ivi) no Event of Default, as described Default has occurred and is continuing; (vii) an issuance of all of the Underlying Share upon conversion hereunder would be permitted in full without violating the Note shall have occurred limitations set forth in Section 4(a)(ii)(A) or be continuing(B); and (iiviii) the Company Shares issuable upon conversion no public announcement of a pending or proposed Fundamental Transaction or acquisition transaction has occurred that has not been consummated. If any of the full outstanding Note principal foregoing conditions shall cease to be satisfied at any time during the required period, then the Holder may elect to nullify the Optional Redemption Notice in which case the Option Redemption Notice shall be null and void, ab initio. The Holders may convert, pursuant to Section 4(a)(i) hereof, any shares of Debentures subject to an Optional Redemption at any time prior to the date that the Optional Redemption Amount and all amounts owing thereon are included for unrestricted resale due and paid in a registration statement effective as full. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Optional Redemption Date. Note proceeds may not be used to effect an Optional RedemptionNotice through the date all amounts owing thereon are due and paid in full.

Optional Redemption. The Company will have In the option of redeeming event the Issuer elects to redeem any outstanding Notes ("Optional Redemption") by paying in whole or in part, the Issuer shall give written notice to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Agent of the principal amount of such Notes to be so redeemed in accordance with the Note together with accrued but unpaid terms set forth in the Notes. In any such written notice, (a) if certificated notes are to be redeemed, the Issuer shall identify such notes by specifying the interest thereon rate or formula pursuant to which interest is calculated on such notes, the Interest Payment Dates, the stated maturity date and any and all other sums dueredemption terms or (b) if book-entry notes are to be redeemed, accrued or payable the Issuer shall identify such notes by specifying the CUSIP number assigned to the Subscriber arising under this Subscription Agreement, Global Note or notes representing such notes. The Agent shall cause any other document delivered herewith ("Redemption Amount") outstanding on the day such notice of redemption ("Notice to be forwarded to the Holders of Redemption) is given the Notes to a Subscriber ("Redemption Date")be redeemed in accordance with the terms set forth in the Notes in the name and at the expense of the Issuer. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or Whenever less than all of the Note Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the Agent as custodian for the Depositary or its nominee, the Agent shall reduce the principal and interest which was amount of one or more Global Notes, by the subject amount of such redemption, by means of an appropriate adjustment on the records of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Agent, subject to the chief executive officer or chief financial officer rules and procedures of the Company stating that Depositary, or (b) in the Company has on deposit case of all other Notes, the Agent shall select the Notes to be so redeemed ratably among Holders. Any Note which is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be surrendered to the Paying Agent Office, and segregated ready funds the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer, the Agent shall authenticate and deliver to the Holder of such Note, without service charge, a new Note of like tenor and terms, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion unredeemed portion of the full outstanding principal of such Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionso surrendered.

Optional Redemption. The Provided an Event of Default (as defined in this Agreement and the Note) has not occurred, whether or not such Event of Default has been cured, the Company will have the option of redeeming any prepaying the outstanding Notes principal amount of the Note ("Optional Redemption") ), in whole or in part, together with the interest accrued thereon, by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - equal to one hundred twenty percent (120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Subscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than ten (10) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of the Note for which notice of conversion the Subscriber has been a pending election to convert, or for Conversion notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Subscriber. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the void, (ii) Company will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Company’s failure may be deemed by Subscriber to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have may redeem the option of redeeming Securities at any outstanding Notes ("Optional Redemption") by paying time in whole or in part, at its option, prior to the Subscriber Par Call Date, at a sum of money redemption price as followscalculated by the Company equal to the greater of: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200• 100% of the principal amount of the Note together with accrued but unpaid Securities to be redeemed; and • the sum of the present values of the remaining scheduled payments of principal and interest thereon and any and all other sums duethat would be due if the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in each case, accrued or payable to the Subscriber arising under this Subscription Agreementand unpaid interest, Note or any other document delivered herewith ("Redemption Amount") outstanding if any, on the day amount being redeemed to, but excluding the date of redemption. If the Company elects to redeem any Securities on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Notice of redemption will be sent at least 10 but not more than 60 days before the redemption date to each holder of record of the Securities to be redeemed at its registered address. The notice of redemption ("Notice for the Securities will state, among other things, the series and amount of Redemption) is given Securities to a Subscriber ("Redemption Date")be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Unless the Company Notice defaults in the payment of Conversion in connection with some or the redemption price, interest will cease to accrue on any Securities that have been called for redemption at the redemption date. If fewer than all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must Securities are to be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal redeemed at any time, not more than 45 days prior to the Redemption Amountredemption date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called shall be selected in accordance with the procedures of DTC. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter Trustee shall have no further right obligation to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred calculate any redemption price or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpremium.

Optional Redemption. The Company will have may redeem the option of redeeming Securities at any outstanding Notes ("Optional Redemption") by paying time in whole or in part, at its option, prior to the Subscriber Par Call Date, at a sum of money redemption price as followscalculated by the Company equal to the greater of: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200• 100% of the principal amount of the Note together with accrued but unpaid Securities to be redeemed; or • the sum of the present values of the remaining scheduled payments of principal and interest thereon and any and all other sums duethat would be due if the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in each case, accrued or payable to the Subscriber arising under this Subscription Agreementand unpaid interest, Note or any other document delivered herewith ("Redemption Amount") outstanding if any, on the day amount being redeemed to, but excluding the date of redemption. If the Company elects to redeem any Securities on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Notice of redemption will be sent at least 10 but not more than 60 days before the redemption date to each holder of record of the Securities to be redeemed at its registered address. The notice of redemption ("Notice for the Securities will state, among other things, the series and amount of Redemption) is given Securities to a Subscriber ("Redemption Date")be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Unless the Company Notice defaults in the payment of Conversion in connection with some or the redemption price, interest will cease to accrue on any Securities that have been called for redemption at the redemption date. If fewer than all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must Securities are to be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal redeemed at any time, not more than 45 days prior to the Redemption Amountredemption date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called shall be selected in accordance with the procedures of DTC. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter Trustee shall have no further right obligation to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred calculate any redemption price or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpremium.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on a trading market and such shares of Common Stock are approved for listing on such trading market upon issuance, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred ten percent (110%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"). A Notice of Redemption may , which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt the date of the Notice of Redemption (the "Redemption Period"). The Borrower may provide a Notice of Redemption prior to give the Company Notice of Conversion Effective Date only in connection with some or all up to 20% the principal amount of the this Note principal and then outstanding together with interest which was the subject of the Notice of Redemptionaccrued thereon. A Notice of Redemption must shall not be accompanied by effective with respect to any portion of the Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The During a Redemption Period occurring after the Actual Effective Date, the Holder may deliver Notices of Conversion for up to 20% of the initial principal amount of the Note and accrued interest. On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("“Optional Redemption") ”), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of equal to the principal amount of to be redeemed, (the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("“Redemption Amount"”) outstanding on the day written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber ("Redemption Date")the Holder. A The Notice of Redemption may shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must shall not be accompanied by effective with respect to any portion of this Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemptionvoid, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) Borrower’s failure may be deemed by Holder to be a curable Event of Default. Should the Company Shares issuable upon pay the redemption amount and the redemption amount plus the other amounts realized by the Holder, by sale of conversion shares or otherwise, be equal to or exceed $25,000, then the remainder of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not note shall be used to effect an Optional Redemptionextinguished.

Optional Redemption. The Company Provided that no Event of Default under the Securities Purchase Agreement (“Purchase Agreement”) or this Debenture exists, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Debenture ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred five percent (105%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementDebenture, Note the Purchase Agreement or any other document delivered herewith Transaction Document (as defined in the Purchase Agreement) (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of Note this Debenture for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described . The funds for such redemption may not come from a third party financing or other financing provided by the Holder and may not result in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion subsequent assignment of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionthis debt.

Optional Redemption. The Company Commencing six (6) months after the original Issue Date of this Note, the Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from in cash equal to one hundred and twenty-five percent (125%) of the Closing Date through 30 Principal amount to be redeemed (or, if the average VWAP of the Common Stock for the ten trading days after immediately prior to the Closing Date - 120% from 31 days through 90 days after date the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Notice of Redemption is given is $5.00 or more, 100% of the principal Principal amount of the Note to be redeemed), together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, Note or any other document delivered herewith as defined below ("the “Redemption Amount") outstanding on the day ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than fifteen (15) is Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect (other than the requirement to a Subscriber ("Redemption Date"obtain the Stockholder Approval). A Notice of Redemption may shall not be given in connection effective with respect to any portion of Note the Principal Amount or interest for which notice of conversion the Holder has been given previously delivered an election to convert, or for conversions initiated or made by the Subscriber at Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all portion of the Note principal and interest Redemption Amount against which was the subject Holder has permissibly exercised its conversion rights (whether before or after the giving of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must ), shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Commencing six (6) months after the original Issue Date of this Note, the Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% in cash equal to one hundred percent (100%) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon thereon, if any, and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note or any other document delivered herewith principal amount being redeemed ("the “Redemption Amount") outstanding on the day ”). Bxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) is given to a Subscriber Trading Days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption Redemption, if given, may not be given in connection with any portion of Note for on the first Trading Day following twenty (20) consecutive Trading Days (the “Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionEquity Conditions have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default, as described . In the event the Equity Conditions cease to be in effect prior to the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company will have If so specified in the Pricing Supplement, this Note may be redeemed at the option of redeeming the Issuer on any outstanding Notes date on and after the Initial Redemption Date, if any, specified in the Pricing Supplement ("Optional Redemption"the “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part at the option of the Issuer at the applicable Redemption Price (as defined below), together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by paying this Note to, but excluding, the Redemption Date, on notice given not more than 60 nor less than 30 calendar days (unless specified otherwise in the Pricing Supplement) prior to the Subscriber Redemption Date; provided, however, that in the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $250,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a sum new Note for the unredeemed portion hereof shall be issued in the name of money the registered holder hereof upon the surrender of this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the applicable Registrar by such method as follows: from such Registrar shall deem fair and appropriate. If this Note is redeemable at the Closing option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date through 30 days by the Annual Redemption Percentage Reduction, if any, specified in the Pricing Supplement, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. From and after any redemption date, if monies for the Closing Date - 120% from 31 days through 90 days after redemption of this Note (or portion hereof) shall have been made available for redemption on such redemption date, this Note (or such portion hereof) shall cease to bear interest and the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% holder’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note together with accrued but being redeemed (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest thereon and any and all other sums dueaccrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, accrued or payable without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be redeemed at the option of the Issuer prior to the Subscriber arising under this Subscription Agreement, Note Stated Maturity Date without the prior written approval of the United States Office of the Comptroller of the Currency (the “OCC”) or any other document delivered herewith ("Redemption Amount") outstanding on bank supervisory authority having jurisdiction over the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal Issuer and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrequiring such approval.

Optional Redemption. The Company will have the option of redeeming ------------------- any outstanding Notes Note ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not must be given given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with any a portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt employing the Conversion Price described in Section 2.1(b)(ii) of a Notice of Redemptionthe Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionRedemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh fifth (7th5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note Note, shall have occurred or be continuingoccurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have Issuer at its option may, at any time, redeem all, or from time to time any part, of the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% upon payment of the principal amount of the Note together with Notes, plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreementdate of redemption, Note or plus the Make-Whole Amount, if any other document delivered herewith (the "Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption DatePrice"). A Notice of Redemption may not If less than all the Notes are to be given in connection with any portion of Note for which notice of conversion has been given by redeemed at the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all option of the Note principal and interest which was Issuer, the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Issuer will deliver to the Redemption Amount. The Redemption Amount must be paid in good funds Trustee at least 45 days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")or such shorter period as the Trustee may accept) an Officers' Certificate stating the aggregate principal amount of Notes to be redeemed. In If less than all the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Notes to be redeemed in whole or in part. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes. Unless the Trustee has been requested to notify Holders of redemption pursuant to the last paragraph of Section 9.02, the Trustee shall promptly (but in no event after the Company fails to pay later of (a) the Redemption Amount date that is ten days after the date of receipt by the Optional Redemption Payment DateTrustee of the Officers' Certificate referred to in the first paragraph of this Section 9.01 and (b) the date that is five days before the date identified by the Issuer in such Officers' Certificate as the date on which the Issuer intends to give notice of redemption) notify the Issuer in writing of the Notes selected for redemption and, then in the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electioncase of any Notes selected for partial redemption, the Redemption Amount will principal amount thereof to be deemed a Mandatory Redemption Payment and redeemed. For all purposes of this Indenture, unless the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event context otherwise requires, all provisions relating to the redemption of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the OfferingNotes, in proportion the case of any Note redeemed or to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by redeemed only in part, relates to the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion portion of the full outstanding principal amount of such Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not which has been or is to be used to effect an Optional Redemptionredeemed.

Optional Redemption. The (a) Within 179 days of the date hereof, provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in partwha, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred thirty percent (130%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company At any time prior to July 1, 2020, the Issuer may redeem the Notes at its option, in whole or from time to time in part, at a redemption price equal to the Redemption Price. At any time on or after July 1, 2020, the Notes will have be redeemable at the option of redeeming any outstanding Notes ("Optional Redemption") by paying the Issuer, in whole or from time to the Subscriber time in part, at a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200redemption price equal to 100% of the principal amount of the Note together with Notes to be redeemed plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the day Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption ("Notice or such shorter period as is satisfactory to the Trustee) of Redemption) is the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Issuer shall be given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which the Trustee at such time as shall permit the Trustee to include notice of conversion has been given by the Subscriber at any time before receipt Make-Whole Amount in such notice of a Notice of Redemptionredemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Trustee shall have no responsibility for calculating the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Make-Whole Amount. The Redemption Amount must be paid Trustee shall select, in good funds such manner as it shall deem fair and appropriate, no less than 60 days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electiondate of redemption, the Redemption Amount will Notes to be deemed a Mandatory Redemption Payment and redeemed in part. Neither the Optional Redemption Payment Date will Issuer nor the Trustee shall be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided required to: (i) no Event issue, register the transfer of Default, as described in or exchange Notes during a period beginning at the Note shall have occurred opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or be continuing; and (ii) register the Company Shares issuable upon conversion transfer of or exchange any Note, or portion thereof, called for redemption, except the full outstanding unredeemed portion of any Note principal are included for unrestricted resale being redeemed in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Company will have Senior Notes shall be subject to ------------------- redemption at the option of redeeming the Operating Partnership, in whole or in part, at any outstanding Notes ("Optional Redemption") by paying time, and from time to time, at a redemption price equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of (i) the principal amount of the Note together with Senior Notes being redeemed, plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreementredemption date, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion Make-Whole Amount (as defined below), if any, with respect to such Senior Notes (together, the "Redemption Price"). If notice has been given as provided in the Original Indenture and funds for the redemption of any Senior Notes called for redemption shall have been made available on the redemption date referred to in such notice, such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as Holders from and after the redemption date shall be to receive payment of the Redemption DatePrice upon surrender of such Senior Notes in accordance with such notice. Note proceeds Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not less than 30 nor more than 60 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, the Senior Notes to be redeemed, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Operating Partnership, the Operating Partnership will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their redemption date. The Trustee shall select, pro rata, by lot or in such manner as it shall deem fair and appropriate, Senior Notes to be redeemed in whole or in part. Senior Notes may be redeemed in part in the authorized denomination of $1,000 or in any integral multiple thereof; provided, that, in the case of a partial redemption, until the Private Placement -------- Legend shall have been removed therefrom, the remaining principal amount of any Senior Notes owned by any Holder or beneficial owner shall not be less than $100,000. As used to effect an Optional Redemption.herein:

Optional Redemption. The Company will have At any time after the option of redeeming any outstanding Notes ("Optional Redemption") by paying Original Issue Date and before the Maturity Date, the Holder may, deliver a written notice to the Subscriber a sum Company (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of money as follows: from its irrevocable election to cause the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Company to redeem all of the then outstanding principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion cash in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds an amount equal to the Redemption Amount. The Optional Redemption Amount must be paid in good funds to the Subscriber no later than on the seventh (7th) business calendar day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by following the Optional Redemption Payment Notice Date (such date, the “Optional Redemption Date”, then such seven (7) day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice will through the date all amounts owing thereon are due and paid in full. If any portion of the payment pursuant to an Optional Redemption shall not be null and void and paid by the Company will thereafter have no further right by the applicable due date, Late Fees shall accrue until such amount is paid in full. Notwithstanding anything herein contained to effect an the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionab initio.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described . The funds for such redemption may not come from a third party financing or other financing provided by the holder and may not result in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion subsequent assignment of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionthis debt.

Optional Redemption. The Company will have may, in its sole discretion, redeem all or any amount of the option of redeeming Notes outstanding, in whole or in part, at any outstanding Notes ("Optional Redemption") by paying time, at a redemption price equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount of the Note together with Notes to be redeemed plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable on the Notes to be redeemed to the Subscriber arising under this Subscription AgreementRedemption Date; provided that the Redemption Price shall be payable by the Company in cash, Note or in the case of redemption of Notes held by any other document delivered herewith Holder that has provided written notice to the Company at least two Business Days prior to the applicable Redemption Date of its election to receive the Redemption Price for its Notes in the form of Common Stock, in the form of a number of shares of Common Stock equal to the quotient of ("a) the Redemption Amount"Price payable for such Notes being redeemed divided by (b) outstanding the Daily VWAP for the 30 trading days immediately preceding the second Business Day preceding the Redemption Date; provided, further, that in the event of a redemption of Notes, upon payment of the redemption price (whether in cash or Common Stock, the Company shall issue to each Holder of the Notes being redeemed a number of warrants (pursuant to the Warrant Agreement and having an exercise price equal to the Conversion Price of such Notes in effect immediately prior to such redemption) equal to the number of shares of Common Stock that such Holder would receive if such Holder were to convert such Notes in full on the day notice of redemption ("Notice of Redemption) is given Redemption Date pursuant to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Section 8 hereof; provided, further, that the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that shall not redeem Notes pursuant to this Section 6.1 unless the Company has on deposit and segregated ready funds equal to file with the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect SEC an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default effective registration statement under the Note. Any Notice Securities Act registering the resale of Redemption must be given to all holders the shares of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares Common Stock issuable upon conversion of the full outstanding Note principal are Notes and exercise of the warrants by each Holder that has, after written request from the Company, provided information pertaining to such shares of Common Stock required to be included for unrestricted resale in a such registration statement effective as in order for such Holder to sell such shares of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionCommon Stock thereunder.

Optional Redemption. The At any time after the Original Issue Date and before the Maturity Date, the Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying may, deliver a written notice to the Subscriber a sum Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% its irrevocable election to redeem all of the then outstanding principal amount of the this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable for cash in an amount equal to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Optional Redemption Amount") outstanding Amount on the 20th calendar day notice of redemption following the Optional Redemption Notice Date ("Notice of Redemption) is given to a Subscriber ("such date, the “Optional Redemption Date"”, such 20 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). A Notice The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of Redemption may not be given the Equity Conditions shall have been met (unless waived in connection with any portion of Note for which notice of conversion has been given writing by the Subscriber Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by during the Optional Redemption Payment DatePeriod, then the Holder may elect to nullify the Optional Redemption Notice will by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non- existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void and the Company will thereafter have no further right to effect an Optional Redemptionvoid, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionab initio.

Optional Redemption. The Company will have If so specified in the Pricing Supplement, this Note may be redeemed at the option of redeeming the Issuer on any outstanding Notes date on and after the Initial Redemption Date, if any, specified in the Pricing Supplement ("Optional Redemption"the “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part at the option of the Issuer at the applicable Redemption Price (as defined below), together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by paying this Note to, but excluding, the Redemption Date, on notice given not more than 60 nor less than 30 calendar days (unless specified otherwise in the Pricing Supplement) prior to the Subscriber Redemption Date; provided, however, that in the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, €50,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a sum new Note for the unredeemed portion hereof shall be issued to the bearer hereof upon the surrender of money this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the applicable Registrar by such method as follows: from such Registrar shall deem fair and appropriate. If this Note is redeemable at the Closing option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date through 30 days by the Annual Redemption Percentage Reduction, if any, specified in the Pricing Supplement, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. From and after any redemption date, if monies for the Closing Date - 120% from 31 days through 90 days after redemption of this Note (or portion hereof) shall have been made available for redemption on such redemption date, this Note (or such portion hereof) shall cease to bear interest and the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% holder’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note together with accrued but being redeemed (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest thereon and any and all other sums dueaccrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, accrued or payable without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be redeemed at the option of the Issuer prior to the Subscriber arising under this Subscription Agreement, Note Stated Maturity Date without the prior written approval of the United States Office of the Comptroller of the Currency (the “OCC”) or any other document delivered herewith ("Redemption Amount") outstanding on bank supervisory authority having jurisdiction over the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal Issuer and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrequiring such approval.

Optional Redemption. The Company will have Securities are redeemable, at the option of redeeming the Company, at any outstanding Notes time prior to maturity in whole or from time to time in part, on a date fixed by the Company for such redemption ("Optional Redemption"the “Redemption Date”) by paying and at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be paid pursuant to the Subscriber immediately following paragraph. However, if the Redemption Date is after a sum Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of money as follows: from business on the Closing Regular Record Date through 30 days after and not included in the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Note together with Securities plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable up to but not including the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Company will calculate the Company Notice of Conversion Make-Whole Premium, if any, in connection with some or all good faith, applying the Treasury Rate determined as set forth in the definition thereof. The amount of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds Make-Whole Premium is equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Dateexcess, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemptionif any, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided of: (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion sum of the full outstanding Note principal are included for unrestricted resale in a registration statement effective present values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. Note proceeds may not The present values of interest and principal payments referred to in clause (i) above will be used determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to effect an Optional Redemptionthe Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points.

Optional Redemption. The Company Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - in cash equal to one hundred and fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, Note or any other document delivered herewith as defined below ("the “Redemption Amount") outstanding on ”). Bxxxxxxx’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the day notice of redemption Optional Redemption ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than twenty (20) is given to a Subscriber Trading Days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption Redemption, if given, may not be given in connection with any portion of Note for on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal Equity Conditions [until six months after the Original Issue Date, except for part (c) and interest which was the subject (i) of the Notice definition of RedemptionEquity Conditions] have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default, as described . In the event the Equity Conditions cease to be in effect prior to the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company Commencing on the original Issue Date of this Note, the Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% in cash equal to one hundred and twenty-five percent (125%) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, Note or any other document delivered herewith as defined below ("the “Redemption Amount") outstanding on the day ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) is given to a Subscriber Trading Days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption Redemption, if given, may not be given in connection with any portion of Note for on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionEquity Conditions have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) no Event such Notice of DefaultRedemption will be null and void, as described in the Note shall have occurred or be continuing; and (ii) Borrower will have no right to deliver another Notice of Redemption. In the Company Shares issuable upon conversion of event the full outstanding Note principal are included for unrestricted resale Equity Conditions cease to be in a registration statement effective as effect prior to the payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company In the event that a Change of Control (as defined hereunder) occurs, the holder of each Bond will have the option of redeeming right (but not the obligation) to require the Issuer to redeem all the Bonds it holds, as herein provided, at the Early Redemption Date and at the Early Redemption Amount. To exercise such right, the relevant Bondholder will deliver, at any outstanding Notes ("Optional Redemption") by paying time during the Early Redemption Period, to the Subscriber financial intermediary where the Bonds are held, a sum duly completed and signed notice of money as follows: from exercise that shall be in conformity in substance, form and content with the Closing Date through 30 days after model in Schedule 1 (an Early Redemption Request Notice). By delivering an Early Redemption Request Notice, the Closing Date - 120% from 31 days through 90 days after Bondholder shall undertake to hold the Closing Date - 135% from 91 days through 180 days after Bonds up to the Closing Date - 150% after 180 days following the Closing Date - 200% date of effective redemption of the Bonds. Payment in respect of any such Bond being the subject of the Early Redemption Request Notice shall be made by transfer to a Euro account maintained with a bank in a city in which banks have access to the TARGET System as specified by the relevant Bondholder to the financial intermediary at which the Bonds are held. The Early Redemption Request Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Bonds being the subject of such Early Redemption Request Notice delivered as aforesaid on the Early Redemption Date. If, as a result of this Condition 5.6.3, holders of the Bonds submit Early Redemption Request Notices in respect of at least 85 % per cent of the aggregate principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums dueBonds outstanding at such time, accrued or payable the Issuer may, having given a notice of not less than 10 (ten) nor more than 20 (twenty) Business Days to the Subscriber arising under this Subscription AgreementBondholders in accordance with Condition 5.13, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or redeem all of the Note principal and interest which was Bonds then outstanding at the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the relevant Early Redemption Amount. The Redemption Amount must This notice shall be paid in good funds to irrevocable and shall specify the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion date fixed for redemption of the full outstanding Note principal are included for unrestricted resale Bonds. Payment in a registration statement effective respect of any such Bond shall be made as specified above. For the purposes of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.this Condition 5.6.3:

Optional Redemption. The Company will have From and after the option 18 month anniversary of redeeming any outstanding Notes the Issue Date ("Optional Redemption") by paying as hereinafter defined), the Company, at its option, may upon written notice redeem the Notes, in whole but not in part and from all but not less than all the holders of the Notes, to the Subscriber a sum extent it has funds legally available and irrevocably reserved therefor and such redemption is not prohibited by the terms of money as follows: from its outstanding indebtedness, at the redemption price of 100% of the Face Amount thereof, plus an amount equal to the accrued and unpaid interest and Payments thereon, if any, to the redemption date; provided (i) the Closing Price of the Common Stock (as defined below) on each of the thirty (30) consecutive trading days immediately preceding the Redemption Record Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - (defined below) equals or exceeds 200% of the principal amount of the Note together with accrued but unpaid interest thereon initial Conversion Price (as hereinafter defined) and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion there has been given by the Subscriber at any time before receipt Effective Registration on each of a Notice of Redemption. The Subscriber may elect within five such thirty (530) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Dateconsecutive trading days, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion is permitted (without the necessity of any further approvals or action) by law and under the rules of any securities exchange on which the Common Stock is traded to convert all the Notes (assuming full exercise of all Warrants) into shares of Common Stock and the Company intends and has the financial resources and ability to repurchase all of the full outstanding Note principal are included for unrestricted resale Notes, and certifies to those facts in a registration statement effective as its written notice of redemption. As used herein, the "CLOSING PRICE" of any security on any day means the last reported sale price regular way on such day or, in the case no such sale takes place on such day, the average of the Redemption Datereported closing bid and asked prices regular way of the Common Stock, in each case as quoted on NASDAQ. Note Nothing in this Section 3 shall prevent the holder from converting at any time prior to the payment of the redemption proceeds may not be of this Note. As used to effect an Optional Redemptionherein and in the other Transaction Documents, the term "EFFECTIVE REGISTRATION" shall have the meaning specified in the Agreement.

Optional Redemption. The Company will have Notes may be redeemed in whole or in part at the option of redeeming any outstanding Notes the Issuer on or after January 19, 2018 ("such redemption, an “Optional Redemption"”) by paying at a price (the “Optional Redemption Price”) payable in cash and equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount of the Note together with Notes plus accrued and unpaid interest, including Additional Interest, if any, to, but excluding, the Optional Redemption Date, or, in the case of a Default by the Issuer in the payment of the Optional Redemption Price, the day on which such Default is no longer continuing; provided, however, that if the Notes are redeemed on a date that is after a Regular Record Date and prior to the corresponding Interest Payment Date, the accrued interest payable in respect of such Interest Payment Date shall not be payable to Holders of the Notes to whom the principal amount of the Notes being redeemed pursuant to the Optional Redemption is paid, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the Issuer may not redeem any Notes in an Optional Redemption unless all accrued and unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by or is simultaneously paid (or will be paid at the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5next Interest Payment Date in accordance with the immediately preceding sentence) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some for all semi-annual interest periods or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal portions thereof terminating prior to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. (A) The Company will Corporation shall have the option of redeeming to redeem the whole or any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% part of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). Series A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber Junior Participating Preferred Stock at any time before receipt of at a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption redemption price equal to, subject to give the Company Notice of Conversion in connection with some or all provision for adjustment hereinafter set forth, 100 times the "current per share market price" of the Note principal and interest which was Common Stock on the subject date of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer mailing of the Company stating that the Company has on deposit and segregated ready funds equal notice of redemption, together with unpaid accumulated dividends to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")date of such redemption. In the event the Company fails to pay Corporation shall at any time after the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Rights Declaration Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event pay any dividend on Common Stock payable in shares of DefaultCommon Stock, as described in the Note shall have occurred or be continuing; and (ii) subdivide the Company Shares issuable upon conversion outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock shall be otherwise entitled immediately prior to such event under the immediately preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. The "current per share market price" on any date shall be deemed to be the average of the full outstanding Note principal are included closing prices per share of such Common Stock for unrestricted resale the 10 consecutive Trading Days (as such term in a registration statement effective as hereinafter defined) immediately prior to such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale shall take place on such day, the average of the Redemption Date. Note proceeds may closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Stock shall be listed or admitted to trading or, if the Common Stock shall not be used listed or admitted to effect an Optional Redemption.trading on any national securities exchange, the last quoted price or, if not so quoted the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use or, if on any such date the Common Stock shall not be quoted by any such organization, the average of the

Optional Redemption. The At any time after the Original Issue Date and before the Maturity Date, the Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying may, deliver a written notice to the Subscriber a sum Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% its irrevocable election to redeem all of the then outstanding principal amount of the this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable for cash in an amount equal to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Optional Redemption Amount") outstanding Amount on the 20th calendar day notice of redemption following the Optional Redemption Notice Date ("Notice of Redemption) is given to a Subscriber ("such date, the “Optional Redemption Date"”, such 20 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). A Notice The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of Redemption may not be given the Equity Conditions shall have been met (unless waived in connection with any portion of Note for which notice of conversion has been given writing by the Subscriber Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by during the Optional Redemption Payment DatePeriod, then the Holder may elect to nullify the Optional Redemption Notice will by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void and the Company will thereafter have no further right to effect an Optional Redemptionvoid, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionab initio.

Optional Redemption. The Company will have (a) Unless otherwise provided in the option applicable Indenture Supplement for a Series of redeeming Notes, the Issuer has the right, but not the obligation, to redeem a Series of Notes in whole but not in part on any outstanding Notes Payment Date ("Optional Redemption"a “Redemption Payment Date”) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days on or after the Closing Payment Date - 120% from 31 days through 90 days on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series is reduced to less than the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% percentage of the principal amount Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Note together with accrued but unpaid interest thereon and any and all other sums dueAdministrator, accrued or payable elects to redeem a Series of Notes pursuant to this Section 13.1(a), it will cause the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith Issuer to notify the Holders of such redemption at least ten ("Redemption Amount"10) outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice payments on such Series of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Holders of such Series of Notes and the Optional Redemption Payment related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Default under this Indenture and the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company will have the Company, at its option of redeeming at any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days time following the Closing Date - 200% date of issuance, may redeem this Note, in whole or in part, from time to time at a redemption price equal to the principal amount of the this Note together with then outstanding, plus accrued but and unpaid interest thereon to and any and all other sums dueincluding the date fixed for the redemption. In addition, accrued if such redemption occurs on or payable before June 18, 2001, the Company also shall issue to the Subscriber arising under record holder of this Subscription AgreementNote a warrant to purchase at the Conversion Price (as defined in Section 4(c)) a number of shares of Common Stock equal to the number of shares of Common Stock into which this Note would be convertible on the date of redemption pursuant to Section 4, Note or any other document delivered herewith which warrant shall have terms and conditions substantially similar to the form of warrant attached hereto as Annex A (the "Warrant"). The redemption price as determined in this paragraph, including the Warrant, shall be hereinafter referred to as the "Redemption AmountPrice") . Notwithstanding anything herein to the contrary, the Company may not redeem less than one-half of the outstanding principal amount of this Note at any one time. Not more than 60 nor less than 10 days before the redemption date, notice by first class mail, postage prepaid, shall be given to the Holders of record of this Note to be redeemed, addressed to such Holders at their last addresses as shown on the day books of the Registrar. Each such notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note shall specify the date fixed for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionredemption, the Redemption Amount Price, the place or places of payment, that payment will be deemed a Mandatory Redemption Payment made upon presentation and surrender of this Note, that on and after the Optional Redemption Payment Date redemption date interest will cease to accumulate on this Note, the then-effective Conversion Price pursuant to Section 4 and that the right of Holders to convert pursuant to Section 4 shall terminate at the close of business on the fifth business day prior to the redemption date. Any notice that is mailed as herein provided shall be deemed a Mandatory Redemption Payment Date. Such conclusively presumed to have been duly given, whether or not the Holder of this Note receives such notice; and failure will also be deemed an Event properly to give such notice by mail, or any defect in such notice, to the Holders of Default under this Note designated for redemption shall not affect the validity of the proceedings for the redemption of this Note. Any Notice On or after the date fixed for redemption as stated in such notice, each Holder of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the this Note shall have occurred or be continuing; and (ii) surrender the certificate evidencing this Note to the Company Shares issuable upon conversion of at the full outstanding Note principal are included for unrestricted resale place designated in a registration statement effective as such notice and shall thereupon be entitled to receive payment of the Redemption DatePrice. If less than all outstanding principal of this Note proceeds may is redeemed, a new certificate shall be issued representing the unredeemed portion of this Note. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing this Note shall not have been surrendered, the interest with respect to this Note so called shall cease to accrue after the date fixed for redemption, the Note (or portion thereof so redeemed) shall no longer be used deemed outstanding, and all rights whatsoever with respect to effect an Optional Redemptionthe Note (or portion thereof) so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate.

Optional Redemption. The Company will In the event that there shall not have occurred a dosing of a Qualified Public Offering (as defined in Section 4(b) hereof) prior to December 23, 2000, at the option election of redeeming any each holder of the Series Preferred Stock outstanding Notes as of December 24, 2000, the Corporation shall redeem all shares of the Series Preferred Stock then outstanding. Payment of the applicable Redemption Price ("Optional Redemption"as defined below) shall be made by paying the Corporation on January 23, 2001, for a cash price equal to the Subscriber a sum original purchase price paid by such holders for each share of money Series Preferred Stock outstanding, adjusted for any stock split, combined consolidation or stock distribution or stock dividends with respect to such shares (the "Redemption Price"). On or prior to December 24, 2000, the Corporation shall give written notice by mail, postage prepaid, to the holders of the then outstanding shares of the Series Preferred Stock at the address of each such holder appearing on the books of the Corporation or given by such holder to the Corporation for the purpose of notice. Such notice shall set forth the Redemption Price as follows: defined above) and shall further state that any holder of the Series Preferred Stock who intends to request redemption of its Series Preferred Stock pursuant to this Section 5(a) must give written notice to the Corporation of its request for redemption on or before January 11, 2001. If the Corporation receives requests for redemption on or prior to January 11, 2001 from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% holders of a majority of the principal amount Series Preferred Stock, it shall give written notice by mail, postage prepaid, to the holders of Series Preferred Stock that all shares of the Note together with accrued but unpaid interest thereon and any and all other sums dueSeries Preferred Stock then outstanding will be redeemed on January 23, accrued or payable to 2001 (the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note ) for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds per share cash price equal to the Redemption AmountPrice. The Redemption Amount must be paid in good funds notice shall further call upon such holders to surrender to the Subscriber no later than Corporation on or before the seventh (7th) business day Redemption Date at the place designated in the notice such holder's certificate or certificates representing the shares to be redeemed. On or after the Redemption Date ("Optional Redemption Payment Date"), each holder of shares of the Series Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Corporation. In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Datecase of any certificate or certificates which have been lost, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionstolen or destroyed, the Redemption Amount will be deemed holder of such certificate or certificate shall make and deliver an affidavit of that fact to the Corporation without the necessity of giving the Corporation a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionbond.

Optional Redemption. The Company will have This Note may be redeemed in whole or in part upon not less than 30 nor more than 60 days' notice, at any time and from time to time prior to the Stated Maturity, at the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum Company at the redemption price of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the $1,000 per $1,000 principal amount of Notes, plus any interest accrued but not paid prior to (but not including) the Note together with Optional Redemption Date, if both of the following have occurred: (i) payment in full by the Company of the Non-Convertible Notes including without limitation, accrued but unpaid interest thereon and any and all interest, pre-payment penalties, fees or other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; expenses due thereunder and (ii) the New Conversion Rights Date. Unless the Company Shares issuable defaults in the payment of the Redemption Price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. If fewer than all the Notes are to be redeemed, the Trustee shall select the particular Notes to be redeemed from the outstanding Notes by the methods as provided in the Indenture. If any Note selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed to be the portion selected for redemption (provided, however, that the Holder of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note). Notes which have been converted during a selection of Notes to be redeemed may be treated by the full Trustee as outstanding Note principal are included for unrestricted resale the purpose of such selection. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in a registration statement effective as the payment of the Redemption DatePrice and accrued and unpaid interest. Note proceeds may not Notice of redemption will be used given by the Company to effect an Optional Redemptionthe Holders as provided in the Indenture.

Optional Redemption. The Company Borrower will have the option of redeeming any the outstanding Notes principal amount of the Note ("Optional Redemption") ), subject to the other payment provisions herein, by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Purchaser 110% of the such principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Purchaser arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("“Notice of Redemption”) is given delivered to a Subscriber Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice a Notice of conversion Conversion has been given by the Subscriber Purchaser at any time before receipt of a Notice of RedemptionRedemption or given pursuant to the following sentence. The Subscriber Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Borrower a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber Purchaser no later than the seventh (7th) business day after the Redemption Date ("“Optional Redemption Payment Date"”). In the event the Company Borrower fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Datevoid. A Notice of Redemption may be given by the CompanyBorrower, provided (i) no Event of Default, Default as described in the Note shall have occurred or be continuing; and (ii) the Company Note Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming may prepay this Note at any outstanding Notes time, in whole or in part, without penalty or premium. If within six ("Optional Redemption"6) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% months of the principal amount date of issue of this Note, the Note Company prepays in full 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 Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith Related Agreement ("collectively, the “Redemption Amount"”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) outstanding of any fees it received from the Company on the day date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber specifying the date for such Optional Redemption ("the “Redemption Payment Date"”). A Notice of Redemption may not , which date shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five ten (510) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to On the Redemption Amount. The Payment Date, the Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the such Redemption Notice will be null and void void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company will thereafter have no further right pursuant to effect this Section 1.4 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given make such payments to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable pro rata basis based upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionAmount of each Outstanding Note.

Optional Redemption. The Subject to the provisions of this Section 7(a), at any time after the Original Issuance Date, the Company will shall have the option of redeeming any outstanding Notes ("Optional Redemption") by paying right to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% redeem all, but not less than all, of the then outstanding principal amount of the Note together with this Note, plus accrued but unpaid interest thereon thereon, Make-Whole Amount, liquidated damages and any other amounts owing in respect thereof through and including the Optional Redemption Date for a cash redemption price equal to the Optional Redemption Amount on the Optional Redemption Date (a “Optional Redemption”). The Company shall exercise its right to require an Optional Redemption under this Section 7(a) by delivering a written notice thereof by facsimile or electronic mail to all, but not less than all, of the Holders of Notes (the “Optional Redemption Notice” and the date the Holders of Note received such notice is referred to as the “Optional Redemption Notice Date”). The Company may deliver one or more Optional Redemption Notices hereunder and each such Optional Redemption Notice shall be irrevocable. Each such Optional Redemption Notice shall (x) state the date on which the Optional Redemption shall occur (the “Optional Redemption Date”) which date shall not be less than ten (10) calendar days nor more than fifteen (15) calendar days following the Optional Redemption Notice Date, (y) certify that there has been no Equity Conditions Failure solely with respect to clauses (vi), (x) or (xi) of the definition of “Equity Conditions”, and (z) state the aggregate amount of the Notes which are being redeemed in such Optional Redemption from the Holder and all of the other sums due, accrued or payable Holders of the Notes pursuant to this Section 7(a) and the total Optional Redemption Amount to be paid by the Company to the Subscriber arising under Holder in cash in such Optional Redemption pursuant to this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"Section 7(a). A Notice Notwithstanding anything herein to the contrary, (i) if no Equity Conditions Failure has occurred but an Event of Redemption may not be given in connection Default occurs and is continuing and/or with any portion the passage of Note for which time and/or the giving of notice of conversion has been given by the Subscriber or both could occur at any time before receipt prior to or on the Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect, and (B) unless the Holder waives the Equity Conditions Failure solely with respect to clauses (vi), (x) or (xi) of a the definition of “Equity Conditions”, the Optional Redemption shall be cancelled and the applicable Optional Redemption Notice of Redemptionshall be null and void, and (ii) at any time prior to the date the Optional Redemption Amount is paid in full, but subject to Section 4(d), the Optional Redemption Amount may be converted, in whole or in part, by the Holder, at its option and in its sole discretion, into Common Stock pursuant to and in accordance with the conversion procedures set forth in Section 4 hereunder, mutatis mutandis. The Subscriber may elect within five (5) business days portion of the Optional Redemption Amount converted by the Holder after receipt the Optional Redemption Notice Date shall reduce the Optional Redemption Amount of a this Note to be redeemed on the Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice of Redemption to give through the date all amounts owing thereon are due and paid in full. If the Company Notice elects to cause an Optional Redemption of Conversion in connection this Note pursuant to this Section 7(a), then it must simultaneously take the same action with some or respect to all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")other Notes. In the event of the Company’s redemption of any portion of this Note under this Section 7(a), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 7(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter shall have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an if any Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offeringhas occurred and is continuing, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no but any Event of Default, as described in the Note Default shall have occurred or be continuing; and (ii) no effect upon the Company Shares issuable upon conversion of the full outstanding Holder’s right to convert this Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionits discretion.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("“ Optional Redemption") ”), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription Agreement, the Note or any other document delivered herewith Transaction Document ("the “ Redemption Amount"”) outstanding on the day written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber ("Redemption Date")the Holder. A The Notice of Redemption may shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must shall not be accompanied by effective with respect to any portion of this Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming any outstanding the Note and Put Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of determined by multiplying the principal amount of the Note or Put Note by 130% together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five three (53) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) sixth business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Datesuch date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Notes and Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note and Put Note principal are included for unrestricted resale in a registration statement effective as of the Redemption DateDate and the average closing price of the common stock on the Principal Market for the twenty-two (22) consecutive trading days prior to the Redemption Date is not less than 300% of the Conversion Price in effect on the Redemption Date and the daily trading volume during such period is not less than 600,000 Common Shares per day. Note proceeds Only one Notice of Redemption may not be used given to effect an Optional Redemptionthe Subscriber.

Optional Redemption. The Company will at its option shall have the option of redeeming any outstanding Notes right, but not the obligation, to redeem ("“Optional Redemption"”) by paying early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Subscriber a sum of money as follows: from the Closing Date through 30 days Holder after the Closing Date - 120% from 31 days through 90 days close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder, or (y) provided no Event of Default has occurred, at any time after the Closing Date - 135% from 91 days through 180 days thirtieth (30th) Trading Day after the Closing Date - 150% after 180 days following initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the Closing Date - 200% of the principal amount outstanding balance of the Note together with accrued but unpaid interest thereon to be redeemed and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The “Redemption Amount must Amount” shall be paid in good funds an amount equal to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given outstanding Principal balance being redeemed by the Company, provided (i) no Event plus the Payment Premium in respect of Defaultsuch Principal amount, as described in plus all accrued and unpaid interest, if any on such Principal amount. After receipt of a Redemption Notice, the Note Holder shall have occurred ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Redemption Notice) to elect to convert all or be continuing; and any portion of the Note. On the eleventh (ii11th) Trading Day after the applicable Redemption Notice, the Company Shares issuable upon conversion of shall deliver to the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Holder the Redemption Date. Note proceeds may Amount with respect to the Principal amount redeemed to the extent not be used converted and otherwise after giving effect to effect an Optional Redemptionconversions or other payments made during the ten (10) Trading Day period.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200equal to 125% of the principal amount of the portion of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no not later than the seventh fifth (7th5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuingoccurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have Class A Notes and the Class B Notes are subject to redemption, in whole, prior to the respective Final Scheduled Payment Date, at the option of redeeming the Owner Trustee, acting at the direction of the Administrator, as long as COAF or an affiliate of COAF is the Administrator, on any outstanding Payment Date on which the Aggregate Outstanding Principal Balance of the Class A Notes plus the Aggregate Outstanding Principal Balance of the Class B Notes ("Optional Redemption"after giving effect to payments on such Payment Date) by paying shall be less than or equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 20010% of the principal amount sum of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all Original Principal Balance of the Note principal Class A Notes and interest which was the subject Original Principal Balance of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment DateClass B Notes, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided upon (i) no Event of Defaultdelivery to the Indenture Trustee, as described the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note shall have occurred or be continuing; Insurer, not less than twenty (20) days prior to the date fixed for redemption, of an Officer's Certificate from the Owner Trustee stating the Owner Trustee's election to redeem the Class A Notes and the Class B Notes, (ii) the Company Shares issuable upon conversion deposit by the Owner Trustee into the Revenue Fund, to the extent of any shortfall therein, or the direction by the Owner Trustee to the Indenture Trustee to transfer funds from the Reserve Fund for deposit into the Revenue Fund, in the following order of priority, an amount equal to the sum of (A) the Class A Note Interest due on such Payment Date, (B) the Class B Note Interest due on such Payment Date, (C) the Aggregate Outstanding Principal Balance of the full outstanding Class A Notes, (D) all Premiums, fees, expenses, Reimbursement Obligations and any other amount of or due to the Note principal are included for unrestricted resale Insurer, (E) the Aggregate Outstanding Principal Balance of the Class B Notes, (F) to the Swap Counterparty, any other fees, expenses and other amounts payable upon optional redemption, including reimbursement of all Swap Termination Payments paid under the Swap Policy and including all Swap Termination Payments under any previously terminated Interest Rate Swap Agreement, as certified to the Owner Trustee and the Note Insurer by the Servicer and (G) to the Indenture Trustee and the Servicer any fees, expenses and other amounts payable upon optional redemption and (iii) payment of the amounts and to the Persons specified in clause (ii) in the order of priority set forth in clause (ii). If the Administrator fails to give such direction to the Owner Trustee, the Note Insurer shall have the option to direct the Owner Trustee to redeem the Class A Notes, in whole, by providing notice to the Owner Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Indenture Trustee of such election and depositing or causing to be deposited with the Indenture Trustee the amounts specified in (ii)(A) and (C) in the preceding sentence, or causing to be transferred to the Revenue Fund from the Reserve Fund the foregoing amounts; provided that amounts on deposit in the Reserve Fund shall be available to redeem the Class A Notes, to pay accrued interest on the Class B Notes and to pay fees, Premiums and expenses then due and owing, including those of the Note Insurer, and thereafter, any remaining amounts on deposit in the Reserve Fund shall be available to redeem the Class B Notes. No optional redemption shall be permitted without the prior written consent of the Note Insurer if it would result in a registration statement effective draw on the Note Policy. Upon receipt of such amounts the Indenture Trustee shall (x) make the final payment in full to the Class A Noteholders and the Class B Noteholders as described herein and in the order of priority set forth above, (y) pay to the appropriate parties all Premiums, Swap Termination Payments, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due and (z) only if the Aggregate Outstanding Principal Balance of the Redemption Date. Note proceeds may not be used Class A Notes and the Aggregate Outstanding Principal Balance of the Class B Notes have been reduced to effect an Optional Redemptionzero, all interest accrued thereon has been paid in full and all such Premiums, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due have been paid in full and all Interest Rate Swap Agreement has been terminated and all amounts payable to the Swap Counterparty, including, without limitation, all Swap Termination Payments under any previously terminated Interest Rate Swap Agreement, have been paid in full, release any remaining assets in the Trust Property to the Seller.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will have pay the option full amount of redeeming any outstanding Notes ("Optional Redemption") by paying accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Subscriber a sum Holder of money as follows: from record at the Closing Date through 30 days close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Closing Date - 120% from 31 days through 90 days after Par Call Date, the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Redemption Price will be equal to 100% of the principal amount of the Note together with Notes being redeemed plus accrued but and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any and all other sums dueoptional redemption of any Notes will be given to Holders at their addresses, accrued or payable as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the Subscriber arising under this Subscription Agreementdate fixed for redemption. The notice of redemption will specify, Note among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or any other document delivered herewith ("Redemption Amount") outstanding on less than all of the day Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption ("Notice or such shorter period as is satisfactory to the Trustee) of Redemption) is given the aggregate principal amount of Notes to a Subscriber ("be redeemed and their Redemption Date"). A Notice of Redemption may not be given in In connection with any portion of Note for which redemption prior to the Par Call Date, the Company shall give the Trustee notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days related Redemption Price promptly after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal calculation thereof and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that if the Company has on deposit and segregated ready funds equal requested that the Trustee give to the Redemption Amount. The Redemption Amount must be paid in good funds to Holders the Subscriber no later than notice of redemption required by Section 1104 of the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event Base Indenture, such notice from the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must shall be given to all holders the Trustee at such time as shall permit the Trustee to include notice of Notes issued the Redemption Price in connection with such notice of redemption. The Trustee shall have no responsibility for calculating the OfferingRedemption Price. The Trustee shall select, in proportion such manner as it shall deem fair and appropriate, no less than 60 days prior to their holdings the date of Note principal on a Redemption Dateredemption, the Notes to be redeemed in part. A Notice of Redemption may Neither the Company nor the Trustee shall be given by the Company, provided required to: (i) no Event issue, register the transfer of Default, as described in or exchange Notes during a period beginning at the Note shall have occurred opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or be continuing; and (ii) register the Company Shares issuable upon conversion transfer of or exchange any Note, or portion thereof, called for redemption, except the full outstanding unredeemed portion of any Note principal are included for unrestricted resale being redeemed in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Provided an Event of Default (as defined in this Agreement and the Note) has not occurred, whether or not such Event of Default has been cured, the Company will have the option of redeeming any prepaying the outstanding Notes principal amount of the Note ("Optional Redemption") ), in whole or in part, together with the interest accrued thereon, by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - equal to one hundred twenty percent (120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Subscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than thirty (30) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of the Note for which notice of conversion the Subscriber has been a pending election to convert, or for Conversion notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Subscriber. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the void, (ii) Company will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Company's election, the Redemption Amount will failure may be deemed by Subscriber to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming any ------------------- outstanding Notes Note ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not must be given given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with any a portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt employing the Conversion Price described in Section 2.1(b)(ii) of a Notice of Redemptionthe Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionRedemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh fifth (7th5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note Note, shall have occurred or be continuingoccurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Provided an Event of Default or an event which with the passage of time or the giving of notice would become an Event of Default has not occurred and the Trigger Conditions have occurred, then within ten (10) Business Days after the occurrence of the Trigger Conditions, the Borrower will have the option of redeeming any prepaying the unpaid and unconverted Principal Amount then outstanding Notes under this Note ("Optional Redemption") ), in whole or in part in increments of not less than $500,000, or the entire outstanding balance if less than $500,000 in the aggregate on this Note, by paying to the Subscriber Holder a sum of money as follows: from equal to the Closing Date through 30 Redemption Amount described below. Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Redemption Amount shall equal 105% of the outstanding Principal Amount being redeemed together with all interest accrued on this Note and all other amounts payable hereunder or pursuant to the Transaction Documents. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be thirty (30) days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of Redemption. A Notice of Redemption must shall not be accompanied by a certificate signed by the chief executive officer or chief financial officer effective with respect to any portion of the Company stating that Principal Amount under this Note for which the Company Holder has on deposit and segregated ready funds equal a pending election to convert or for which a Conversion Notice is given prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount. The , less any portion of the Redemption Amount must against which the Holder has previously exercised its rights pursuant to Section 2.1, shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then (i) at the Holder’s election, such Notice of Redemption Notice will be null and void and or Holder may enforce the Company Notice of Redemption, (ii) Borrower will thereafter not have no further the right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an non-curable Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DateDefault. A Notice of Redemption may be given by cancelled at the Companyoption of the Holder, provided (i) no if at any time during the Redemption Period an Event of Default, as described in or an event which with the Note shall have occurred passage of time or be continuing; and giving of notice would become an Event of Default (ii) the Company Shares issuable upon conversion whether or not such Event of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as Default has been cured), occurs. A Notice of the Redemption Date. Note proceeds may not be used given to effect an Optional RedemptionHolder in connection with that amount of Principal Amount and interest which, if converted, would be in excess of the then applicable blocker amount set forth in Section 2.3.

Optional Redemption. The Whenever the Company will have shall elect to redeem ------------------- shares of Stock in accordance with the option provisions of redeeming any outstanding Notes the Certificate, it shall ("Optional Redemption"unless otherwise agreed to in writing with the Depositary) by paying give the Depositary not less than five (unless a shorter period shall be acceptable to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Depositary) nor more than 10 days' written notice of the principal amount proposed date of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day mailing of a notice of redemption of Depositary Shares to Record Holders of Receipts in connection with a redemption of Stock of the number of such shares of Stock held by the Depositary to be so redeemed as hereinafter provided and such other information as shall be required by the Depository to furnish the notice of redemption required by the next succeeding paragraph. Any such notice shall be accompanied by an Officer's Certificate from the Company stating that such redemption of Stock is in accordance with the provisions of the Certificate. Such notice to the Depositary, if given more than 60 days prior to the redemption date, shall be in addition to the notice required to be given for redemption pursuant to the Certificate. On the date of any such redemption, provided that the Company shall then have deposited with the Depositary the shares of Common Stock as required by the Certificate, the Depositary shall redeem ("Notice using the shares of RedemptionCommon Stock and funds, if any, deposited with it) is given the number of Depositary Shares representing such redeemed Stock. The Depositary shall mail notice of redemption of Stock and the number of Depositary Shares representing the Stock to a Subscriber be redeemed by first-class mail, postage prepaid, not less than 20 and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares (the "Redemption Date"). A Notice Such notice shall be mailed to Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such Record Holders as they appear on the Receipt register of the Depositary; but neither failure to mail any such notice to one or more such Record Holders nor any defect in any notice to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to other Record Holders. Each such notice shall state the record date for such redemption; the Redemption may not Date that all outstanding Depositary Shares are to be given redeemed or, in the case of a redemption of fewer than all outstanding Depositary Shares in connection with any portion a partial redemption of Note Stock, the number of such Depositary Shares held by such Record Holder to be so redeemed; the Redemption Price for which notice the Depositary Shares, the number of conversion has been given by shares of Common Stock deliverable upon redemption of each Depositary Share to be redeemed; the Subscriber at any time before receipt amount of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating cash, if any, that the Company has is paying in lieu of fractional shares of Common Stock and the Market Value (as defined in the Certificate) to be used to calculate the number of shares of Common Stock to be delivered; the place or places where Receipts evidencing Depositary Shares to be redeemed are to be surrendered for redemption; and that dividends in respect of the Stock represented by the Depositary Shares to be redeemed will cease to accumulate on deposit such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata (as nearly as practicable without creating fractional shares) or by any other way determined by the Depositary to be equitable, except that the Depositary may redeem Depositary Shares held by any Record Holder of fewer than 100 Depositary Shares (or Depositary Shares held by Record Holders of stock who would hold fewer than 100 Depositary Shares as a result of such redemption). Notice having been mailed by the Depositary as aforesaid with respect to redemptions described in the preceding paragraph, from and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event unless the Company fails shall have failed to pay redeem the Redemption Amount by shares of Stock to be redeemed as set forth in the Optional Redemption Payment DateCompany's notice provided for in the preceding paragraph), then all dividends in respect of the Redemption Notice will shares of Stock so called for redemption shall cease to accumulate, the Depositary Shares called for redemption shall be null deemed no longer to be outstanding, and void and all rights of the Company will thereafter have no further Record Holders of Receipts evidencing such Depositary Shares (except the right to effect an Optional Redemptionreceive shares of Common Stock and, if applicable, cash upon redemption) shall, to the extent of such Depositary Shares, cease and at terminate. The foregoing shall be subject further to the Subscription's electionterms and conditions of the Certificate. If less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Redemption Amount Depositary will be deemed deliver to the Record Holder of such Receipt, upon surrender of such Receipt to the Depositary, a Mandatory Redemption Payment new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption, together with certificates representing the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event shares of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares Common Stock issuable upon conversion redemption of the full outstanding Note principal are included Depositary Shares called for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionredemption.

Optional Redemption. The Subject to the provisions of this Section 5, the Company will have may, at any time, deliver a notice to the option Holders (an "Optional Redemption Notice" and the date such notice is deemed delivered hereunder, the "Optional Redemption Notice Date") of redeeming any its irrevocable election to redeem all, but not less than all, of the then outstanding Notes Debentures held by the Holder, for an amount, in cash, equal to the Optional Redemption Amount on a date designated by the Company in the Optional Redemption Notice, such date to be at least 30 Trading Days following the Optional Redemption Notice Date (such date, the "Optional Redemption Date" and such redemption, the "Optional Redemption") by paying ). The Optional Redemption Amount is due in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if from the Optional Redemption Notice Date through to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Optional Redemption Date, each of the principal amount of following shall be true: (i) there is an effective Registration Statement pursuant to which the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable Holder is permitted to utilize the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given prospectus thereunder to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or resell all of the Note principal Underlying Shares issued to the Holder and interest which was the subject all of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Underlying Shares as are issuable to the chief executive officer or chief financial officer Holder upon conversion in full of the Company stating that Debenture subject to such Optional Redemption (and the Company has not been notified that such effectiveness will be interrupted in the foreseeable future), (ii) the Common Stock is listed for trading on deposit a Principal Market (and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay has not been notified that trading of the Redemption Amount by Common Stock on the Principal Market will be interrupted in the foreseeable future), (iii) all liquidated damages and other amounts owing in respect of the Debenture shall have been paid or will, concurrently with the delivery of the Optional Redemption Payment DateNotice, be paid; (iv) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Redemption Notice will Transaction Documents as of such date; (v) conversion of this Debenture would be null and void and permitted in full without violating the Company will thereafter have limitations set forth in Section 4(a)(ii)(B); (vi) no further right to effect an Optional Redemption, and at Event of Default nor any event that with the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed passage of time would constitute an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have has occurred or be and is continuing; and (iivii) the Company Shares issuable upon conversion no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated.. If any of the full outstanding Note principal foregoing conditions shall cease to be satisfied at any time during the required period, then the Holder may elect to nullify the Optional Redemption Notice in which case the Optional Redemption Notice shall be null and void, ab initio. The Holders may convert, pursuant to Section 4 hereof, any shares of Debentures subject to an Optional Redemption at any time prior to the date that the Optional Redemption Amount and all amounts owing thereon are included for unrestricted resale due and paid in a registration statement effective as full. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Optional Redemption Date. Note proceeds may not be used to effect an Optional RedemptionNotice through the date all amounts owing thereon are due and paid in full.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying Subject to the Subscriber a sum provisions of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums duethis Section 8, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt after the Original Issue Date the Corporation may deliver a notice to the Holders (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption its irrevocable election to give the Company Notice of Conversion in connection with redeem some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds then outstanding Preferred Stock, for cash in an amount equal to the Redemption Amount. The Optional Redemption Amount must be paid in good funds to on the Subscriber no later than the seventh (7th) business 30th calendar day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by following the Optional Redemption Payment Notice Date (such date, the “Optional Redemption Date”, such 30 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Corporation may only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day occurring during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made (or if not met on any Trading Day(s), such failure is cured within 3 Trading Days or such lesser time such that all Equity Conditions shall have been met 3 Trading Days prior to the Optional Redemption Date). From and after the Optional Redemption Date, unless the Corporation shall default in paying the Optional Redemption Amount on the Optional Redemption Date, dividends on the Preferred Stock so called for redemption shall cease to accrue and all rights of the Holders as stockholders of the Corporation shall cease. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period (subject to cure as provided for above), then a Holder may elect to nullify the Optional Redemption Notice will as to such Holder by notice to the Corporation within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Corporation is obligated to notify the Holders of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Corporation) in which case the Optional Redemption Notice shall be null and void void, ab initio. The Corporation covenants and agrees that it will honor all Notices of Conversion tendered from the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and time of delivery of the Optional Redemption Payment Date will be deemed a Mandatory Notice through the date the Optional Redemption Payment DateAmount is paid in full. Such failure will also be deemed an Event of Default under Notwithstanding the Note. Any Notice of Redemption must be given foregoing, if the Corporation shall exercise its rights to all holders of Notes issued redeem the Notes, it shall concurrently redeem the Preferred Stock in connection accordance with the Offering, in proportion to their holdings provisions of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionthis Section 8.

Optional Redemption. The At any time after January 1, 2025, the Company will at its option shall have the option of redeeming any outstanding Notes right, but not the obligation, to redeem ("“Optional Redemption"”) by paying early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Subscriber a sum of money as follows: from the Closing Date through 30 days Holder after the Closing Date - 120% from 31 days through 90 days close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder, or (y) at any time after the Closing Date - 135% from 91 days through 180 days tenth (10th) Trading Day after the Closing Date - 150% after 180 days following initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the Closing Date - 200% of the principal amount outstanding balance of the Note together with accrued but unpaid interest thereon to be redeemed and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The “Redemption Amount must Amount” shall be paid in good funds an amount equal to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given outstanding Principal balance being redeemed by the Company, provided (i) no Event plus the Payment Premium in respect of Defaultsuch Principal amount, as described in plus all accrued and unpaid interest, if any on such Principal amount. After receipt of a Redemption Notice, the Note Holder shall have occurred ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Redemption Notice) to elect to convert all or be continuing; and any portion of the Note. On the eleventh (ii11th) Trading Day after the applicable Redemption Notice, the Company Shares issuable upon conversion of shall deliver to the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Holder the Redemption Date. Note proceeds may Amount with respect to the Principal amount redeemed to the extent not be used converted and otherwise after giving effect to effect an Optional Redemptionconversions or other payments made during the ten (10) Trading Day period.

Optional Redemption. The Company will have Series 1998B Bonds are subject to redemption by the Issuer, at the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: and upon written instructions from the Closing Date through 30 days after Lessee, with the Closing Date - 120% from 31 days through 90 days after written consent of the Closing Date - 135% from 91 days through 180 days after Letter of Credit Provider (as defined in the Closing Date - 150% after 180 days following Indenture) for the Closing Date - 200% of Series 1998A Bonds, in whole or in part at any time at the principal amount thereof, without premium. Redemption in Event of Condemnation, Deficiency of Title, Fire or Other Casualty, or Change in Law or Circumstances. The Series 1998B Bonds are subject to redemption by the Issuer, at the option of and upon written instructions from the Lessee with the prior written consent of the Note together with accrued but unpaid interest thereon and any and all other sums dueLetter of Credit Provider, accrued or payable to as provided in the Subscriber arising under this Subscription Lease Agreement, Note (i) in whole or any other document delivered herewith ("Redemption Amount") outstanding on in part, at the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber principal amount thereof, without premium, at any time before receipt upon the occurrence of a Notice "condemnation," "loss of Redemptiontitle" or "casualty loss" to the extent of funds provided therefor, or (ii) in whole, at the principal amount thereof, without premium, at any time in the event that, due to "condemnation," "loss of title," "casualty loss," or as a result of changes in any state or federal law, or an act of a federal agency, or by reason of any action instituted in any court, or the Lease Agreement shall become void or unenforceable, or impossible of performance without unreasonable delay, or in any other way, by reason of such change of circumstances, unreasonable burdens or excessive liabilities are imposed on the Lessee or the Issuer. Redemption from Moneys Remaining in the Project Funds. At the option of and upon written instructions from the Lessee, with the written consent of the Letter of Credit Provider, the Series 1998B Bonds are subject to redemption in part by the Issuer, at the principal amount thereof, without premium, from any Available Moneys remaining in the Project Funds upon completion of the Project. The Subscriber date for such redemption shall be the next succeeding date upon which any Series 1998B Bonds may elect within five (5) business days after receipt of a Notice of Redemption to give be redeemed and for which the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption required redemption notice may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion following completion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as Project and payment of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionProject Costs.

Optional Redemption. The Company will have Issuer may, at any time, at its option call for redemption of all (but not less than all) of the option of redeeming any Notes then outstanding Notes ("Optional Redemption") by paying including, without limitation, all Additional Notes), at a redemption price, paid as set forth below, equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200101% of the principal amount Principal Amount of the Note together with all of such Notes, plus accrued but unpaid interest thereon through the Redemption Date. Upon receiving the Issuer's notice of redemption, each Holder will be entitled to elect whether the redemption price due in respect of all of its Notes shall be paid in (a) cash, or (b) a number of Ordinary Shares based on the Conversion Price in existence on the Redemption Date, or (c) any combination of cash and any and all other sums dueOrdinary Shares based on the Conversion Price in existence on the Redemption Date. Where redemption is paid in cash, accrued or payable the Issuer may, at its option, notwithstanding anything herein to the Subscriber arising under this Subscription Agreementcontrary, Note or any other document delivered herewith ("Redemption Amount") outstanding pay the Principal Amount of such redemption in pounds sterling rather than Euro, provided that if it does so elect it shall pay an amount equal to 101.5% of Principal Amount of the Notes to which the cash payment relates with the sterling amount calculated by applying the Euro Equivalent on the day notice date that the cash payment is due. Each Holder will be required to make the foregoing election, by completing, executing and returning to the Issuer, within ten (10) Business Days of redemption ("Notice receipt, that portion of Redemption) is given to a Subscriber ("Redemption Date"). A the Issuer's Notice of Redemption may not be given in connection which contains election instructions for each Holder with any portion of Note for which notice of conversion has been given by respect to its Notes. Subject to the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of next succeeding sentence, failure to timely return a Notice of Redemption shall be deemed an election to give the Company Notice of Conversion in connection with take cash. Notwithstanding any such election, each Holder will retain its right to convert some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied its Notes into Ordinary Shares, by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal exercising its Conversion Rights up to the Redemption Amount. The Redemption Amount must be paid in good funds to close of business on the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Business Day preceding the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have (a) During the option of redeeming any outstanding Notes period beginning July I and ending October 30 ("Optional RedemptionElection Period") by paying of each calendar year, beginning in 1999, subject to the Subscriber provisions of this sec.4.01, each holder of Class A Preferred Stock may, by giving a sum written notice of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable redemption to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith Corporation ("Redemption AmountNotice") outstanding on ), elect to cause the day notice Corporation to redeem shares of redemption Class A Preferred Stock, in cash at a price equal to the Liquidation Value per share thereof at the time, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares ("Notice of Redemption) is given to a Subscriber (the "Redemption DatePrice"). A If a Redemption Notice of Redemption may not be is given in connection with the Election Period of any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Datesuch calendar year, then the Redemption Notice Corporation will be null and void and the Company will thereafter have no further right to effect an Optional Redemptionredeem, and at the Subscription's election, on the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event if such Redemption Date occurs in 1999, up to 50% of Defaultall shares of Class A Preferred Stock outstanding on such Redemption Date, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion if such Redemption Date occurs in 2000 or any year thereafter, up to 100% of the full all shares of Class A Preferred Stock outstanding Note principal are included for unrestricted resale in a registration statement effective as of the on such Redemption Date. Note proceeds may not All shares of Class A Preferred Stock redeemed hereunder shall be used redeemed from all holders thereof ratably in accordance with the number of shares held by such holders. Except as set forth in paragraph (b) of this sec.4.01 and in sec.4.05 hereof, each Redemption Notice given to effect the Corporation during an Optional RedemptionElection Period will be irrevocable, and will obligate the holders and the Corporation to redeem the Class A Preferred Stock identified in such notice in accordance with the provisions of this sec.4. (b) If, on any Redemption Date, the Corporation shall fail to pay, or shall be legally prohibited from paying, the Redemption Price in cash for the shares of Class A Preferred Stock which the Corporation shall have become obligated to redeem on such Redemption Date, then each holder of Class A Preferred Stock shall have the right to revoke the election to redeem shares of Class A Preferred Stock, and all of such Class A Preferred Stock will again be owned by the holder with all the powers, preferences and rights provided herein.

Optional Redemption. The Company will have If so specified in, and in accordance with the terms and provisions of, the applicable Pricing Supplement, a Supplemental Obligation may be redeemed at the option of redeeming the Company (i) at any outstanding Notes time on and after an initial date specified in the applicable Pricing Supplement, ("ii) on any Interest Payment Date on or after an initial date specified in the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Redemption"Redemption Date”). IF NO OPTIONAL REDEMPTION DATE OR DATES ARE SET FORTH IN THE APPLICABLE PRICING SUPPLEMENT, THAT SUPPLEMENTAL OBLIGATION MAY NOT BE REDEEMED AT THE OPTION OF THE COMPANY PRIOR TO ITS STATED MATURITY DATE. Unless otherwise specified in the applicable Pricing Supplement, a Supplemental Obligation may be redeemed on any Optional Redemption Date in whole or from time to time in part (in increments of the Minimum Denomination, as defined below) by paying to at the Subscriber option of the Company at a sum redemption price of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount of that Supplemental Obligation being redeemed (unless a different redemption price is specified in the Note applicable Pricing Supplement), together with accrued but and unpaid interest thereon (if any) on that Supplemental Obligation payable at the applicable rate or rates (if any) borne by that Supplemental Obligation, to, but excluding, the date fixed for redemption, on notice given in accordance with the Indenture and any and all other sums duethe applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption shall specify: • the date fixed for redemption; • the redemption price ("Notice or, if not then ascertainable, the manner of Redemptioncalculation of the redemption price); • the securities identification number(s) is given of the Supplemental Obligation to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by redeemed; • the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption amount to give the Company Notice of Conversion in connection with some or be redeemed, if less than all of the Note principal and Supplemental Obligation is to be redeemed; • the place of payment for the Supplemental Obligation to be redeemed; • that interest which was (if any) accrued on the subject of the Notice of Redemption. A Notice of Redemption must Supplemental Obligation to be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal redeemed to the Redemption Amountdate fixed for redemption will be paid as specified in the notice; and • that on and after the date fixed for redemption, interest (if any) will cease to accrue on the Supplemental Obligation to be redeemed. The Redemption Amount must be paid in good funds Company will deliver any notice of redemption with respect to such Supplemental Obligation only to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")record holder of such Supplemental Obligation. In the event of redemption of a Supplemental Obligation in part only, the Company fails unredeemed portion thereof shall be at least the minimum authorized denomination (the “Minimum Denomination”) specified in the applicable Pricing Supplement, or if no such Minimum Denomination is so specified, U.S.$1,000 or its equivalent in the specified currency indicated in the Pricing Supplement. In the event of redemption of a Supplemental Obligation in part only, the unredeemed portion of that Supplemental Obligation shall continue to pay the Redemption Amount be represented by the Optional Redemption Payment Date, then the Redemption Notice will be null and void this Note and the Company will thereafter have no further right applicable Pricing Supplement, subject to effect an Optional Redemptionmodifications specified on Schedule 1 attached hereto. The Trustee shall note any such early redemption, whether in whole or in part, on Schedule 1 hereto, and at the Subscription's electionSecurity Registrar shall make appropriate modifications to the entry in the Security Register for the relevant Supplemental Obligation. Unless otherwise specified in the applicable Pricing Supplement, if less than all of a Supplemental Obligation is to be redeemed, the Redemption Amount will interests in such Supplemental Obligation to be deemed redeemed shall be selected in accordance with the procedures of the Depository. From and after any date fixed for redemption, if monies for the redemption of a Mandatory Redemption Payment Supplemental Obligation (or portion thereof) shall have been made available for redemption on such date, that Supplemental Obligation (or such portion thereof) shall cease to bear interest (if any) or premium (if any) and the Optional Redemption Payment Date will holder’s only right with respect to that Supplemental Obligation (or such portion thereof) shall be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event to receive payment of Default under the Note. Any Notice redemption price of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided such Supplemental Obligation (ior portion thereof) no Event of Default, being redeemed as described specified in the Note shall have occurred or be continuing; and applicable Pricing Supplement and, if appropriate, all unpaid interest (iiif any) the Company Shares issuable upon conversion of the full outstanding Note principal are included accrued to such date fixed for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionredemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will at its option shall have the option of redeeming any outstanding Notes right, but not the obligation, to redeem ("“Optional Redemption"”) by paying to the Subscriber early a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and portion or all other sums due, accrued or payable to the Subscriber arising amounts outstanding under this Subscription AgreementNote as described in this Section 1(d); provided, Note or any other document delivered herewith ("Redemption Amount") outstanding on that the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection Company provides the Holder with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within least five (5) business days Trading Days’ written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after receipt the close of regular trading hours on a Trading Day and (ii) may only be given if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice of is delivered, unless otherwise agreed by the Holder. Each Redemption to give Notice shall be irrevocable and shall specify the Company Notice of Conversion in connection with some or all outstanding balance of the Note principal to be redeemed and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The “Redemption Amount must Amount” shall be paid an amount equal to (a) the outstanding Principal balance being redeemed by the Company plus (b) the Redemption Premium in good funds respect of such Principal balance plus (c) all accrued and unpaid interest, if any, on such Principal balance. After receipt of a Redemption Notice, the Holder shall have five (5) Trading Days (beginning with the Trading Day immediately following the date such Redemption Notice is delivered to the Subscriber no later than Holder in accordance with the seventh terms of Section 5) to elect to convert all or any portion of this Note. On the sixth (7th6th) business day after Trading Day following delivery of the applicable Redemption Date ("Optional Redemption Payment Date"). In the event Notice, the Company fails shall deliver to pay the Holder the Redemption Amount by with respect to the Optional Redemption Payment Date, then Principal amount redeemed to the Redemption Notice will be null extent not converted and void and the Company will thereafter have no further right otherwise after giving effect to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided conversions or other payments made during such five (i5) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionTrading Day period.

Optional Redemption. The Company will have Commencing on the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% second anniversary of the principal amount Original Issue Date and at any time thereafter, the Company may, in its sole discretion, redeem all of the Note together with outstanding Series A Preferred Stock, at a purchase price of $10.00 per share, plus any accrued but unpaid interest thereon dividends (a “Redemption”), by providing notice (the “Redemption Notice”) to each Holder of the Company’s election to redeem the Series A Preferred Stock and any and all other sums due, accrued or payable to paying the Subscriber arising under purchase price for the Redemption in accordance with this Subscription Agreement, Note or any other document delivered herewith Section 9.. The Redemption Notice will state the effective date of the Redemption ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("“Redemption Date"”), which will be not less than 30 days nor more than 60 days from the date of delivery of the Redemption Notice. The Holder may elect to convert the Series A Notice of Redemption may not be given Preferred Stock to Common Stock in connection accordance with any portion of Note for which notice of conversion has been given by the Subscriber Section 7 at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption prior to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds If the Holder fails to convert its Series A Preferred Stock to Common Stock prior to the Redemption Date, the Holder shall, prior to the Redemption Date, return the certificates for its Series A Preferred Stock to the Company, and provide the Company with wire instructions for payment of the purchase price. On the Redemption Date, the Company may not effect the Redemption by paying the purchase price for the Redemption in accordance with such wire instructions or (if no such instructions are received by the Company) by check sent to the address of the Holder as set forth in Section 10. Failure by the Holder to return a certificate for Series A Preferred Stock will have no effect on the Redemption pursuant to this Section 9, which Redemption will be used deemed to effect an Optional Redemptionoccur upon payment by the Company of the purchase price, and the Series A Preferred Stock will be deemed to no longer be outstanding as of the date of such payment.

Optional Redemption. The Company Jamboree LLC will have the option to redeem the Class A Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, during the periods set forth below at a redemption price (expressed as a percentage of redeeming any outstanding par) set forth opposite such periods, PLUS accrued and unpaid interest, if any, on such Class A Notes ("Optional Redemption") by paying to the Subscriber a sum of money as followsapplicable redemption date: from the Closing Period Percentage ------ ---------- Issue Date through 30 March 27, 2000: 102.00% March 28, 2000 through September 27, 2001: 101.00% thereafter: 100.00% PURCHASE AT OPTION OF HOLDERS OF CLASS A NOTES. Except as otherwise set forth in the Class A Indenture, Jamboree LLC will not be required to make mandatory redemption payments, sinking fund payments or mandatory purchases with respect to the Class A Notes prior to maturity. Excess Cash Flow Amounts are defined under the Class A Indenture as, for any period, an amount determined by the Board of Members of Jamboree LLC equal to all forms of cash or cash equivalents received by or on behalf of Jamboree LLC generated by the Property from any source (other than interest on certain accounts), during such period, minus the sum, without duplication, of (1) amounts actually paid or retained in a reserve up to the amount of the REIT Required Dividends during the applicable period, (2) interest and regularly scheduled installments of principal actually paid during such period under the terms of the Class A Notes, (3) interest and regularly scheduled installments of principal actually paid during such period under the terms of the Class B Notes, (4) certain operating expenses of the Jamboree LLC with respect to Property actually paid during such period, including, without limitation, amounts paid by Jamboree LLC pursuant to the REA and Settlement Agreement, (5) certain Capital Expenditures actually made in cash (net of any proceeds of related financing with respect to such Capital Expenditures), (6) certain amounts retained in the Operating Disbursement Account in accordance with the New Management Agreement, (7) certain amounts actually paid or retained in the Tenant Improvement Reserve with respect to tenant improvements, (8) certain amounts actually paid or retained in the Incentive Management Reserve under the New Management Agreement with respect to incentive management fees, (9) certain amounts determined by the Board of Members of Jamboree LLC and retained in a reserve to pay projected debt service shortfalls in the future and (10) reasonable amounts actually paid in connection with litigation to which Jamboree LLC is a party. Under the Class A Indenture, at the option of each holder, Excess Cash will be applied to the purchase of such holder's Class A Note as set forth more fully below. No later than 120 days after the Closing Date - 120end of each Fiscal Year commencing with the Fiscal Year ending December 31, 1997, Jamboree LLC shall, at the option of each holder, purchase the maximum principal amount of the Class A Notes (in integral multiples of $1,000), that may be purchased with 100% from 31 days through 90 days after of the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Excess Cash Flow Amount for such Fiscal Year, at a purchase price in cash equal to 100% of the principal amount of the Note together with such Class A Notes plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on date of purchase. Within 90 days after the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt occurrence of a Notice Triggering Event, at the option of Redemption. The Subscriber may elect within five (5) business days after receipt each holder of a Notice of Redemption to give the Company Notice of Conversion in connection with some or Class A Notes, Jamboree LLC shall purchase all of the Note principal and interest which was the subject outstanding Class A Notes, at a purchase price in cash equal to 100% of the Notice principal amount of Redemptionall outstanding Class A Notes plus accrued and unpaid interest to the date of purchase. A Notice of Redemption must be accompanied by a certificate signed by Triggering Event, as defined in the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment DateClass A Indenture, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed to have occurred upon (1) the sale, transfer, conveyance or hypothecation of the Property or Improvements, or any material portion of the Property or Improvements or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a Mandatory Redemption Payment and material portion of the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event Property or Improvements or, except in the ordinary course of Default under business, the Note. Any Notice lease of Redemption must be given to all holders or substantially all of Notes issued in connection with the OfferingProperty or Improvements, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred one or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as series of the Redemption Date. Note proceeds may not be used transactions, to effect an Optional Redemption.any "person" or

Optional Redemption. The Company will have the option of redeeming any outstanding Notes Issuer may ("Optional Redemption"a) by paying upon at least three (3) Eurodollar Business Days' irrevocable notice to the Subscriber New Notes Administrative Agent, the Calculation Agent and the Paying Agent, repay the Short Term Trade Series Notes outstanding on the last day of any Interest Period, in whole or in part, at a sum redemption price of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount of the Note together with thereof plus accrued but and unpaid interest thereon and any and to the date of redemption plus all other sums dueaccrued and unpaid amounts under the Note Documents in respect of such Short Term Trade Series Notes, accrued or payable to the Subscriber arising under this Subscription Agreementif any, Note or any other document delivered herewith ("Redemption Amount"b) outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the Short Term Trade Series Notes in whole, or in part, at a redemption price of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note principal Documents in respect of such Short Term Trade Series Notes (including without limitation, any Additional Amounts), if any, and interest which was (c) redeem the subject Short Term Trade Series Notes at any time if required so to do in order to comply with applicable law or if the Issuer would be required to pay any Additional Amounts, at a redemption price of 100% of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit principal amount thereof plus accrued and segregated ready funds equal unpaid interest thereon to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Datedate of redemption plus LIBOR Funding Costs, then the Redemption Notice will be null if any, plus all other accrued and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default unpaid amounts under the Note. Any Notice Note Documents in respect of Redemption must such Short Term Trade Series Notes (including, without limitation, any Additional Amounts), if any; provided that each partial prepayment shall be given to in respect of an aggregate principal amount of US$100,000 or an integral multiple of US$1,000 in excess thereof and shall be made pro rata among all holders of Notes issued Short Term Trade Series Holders in connection accordance with the Offering, respective amounts owing to them. Each such prepayment hereunder shall be applied ratably to prepay the remaining scheduled principal payments under the Short Term Trade Series Notes in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by accordance with the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrespective amounts thereof.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"). A Notice of Redemption may , which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt the date of the Notice of Redemption (the "Redemption Period"). The Borrower may provide a Notice of Redemption prior to give the Company Notice of Conversion Effective Date only in connection with some or all up to 20% the principal amount of the this Note principal and then outstanding together with interest which was the subject of the Notice of Redemptionaccrued thereon. A Notice of Redemption must shall not be accompanied by effective with respect to any portion of the Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The During a Redemption Period occurring after the Actual Effective Date, the Holder may deliver Notices of Conversion for up to 20% of the initial principal amount of the Note and accrued interest. On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have At any time and from time to time prior to September 15, 2047, the option Securities of redeeming any outstanding Notes ("Optional Redemption") by paying this series shall be redeemable, in whole or in part, at the Company's option, at a Redemption Price equal to the Subscriber greater of (i) 100% of the principal amount of such Securities to be redeemed, or (ii) as determined by a Quotation Agent, the sum of money the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as follows: of the Redemption Date), calculated as if the maturity date of the Securities were September 15, 2047, and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points; in each case, plus accrued and unpaid interest on such Securities to, but excluding, the Redemption Date. The Securities will be redeemable in whole or in part, at the Company's option, at any time and from the Closing Date through 30 days time to time on or after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200September 15, 2047, at a Redemption Price equal to 100% of the principal amount of the Note together with Securities being redeemed, plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to but excluding, the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Date. Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not any such redemption shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption mail to give the Company Notice of Conversion in connection with some or all Holders of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must Securities to be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal redeemed, not less than 30 days nor more than 60 days prior to the Redemption AmountDate, all as provided in the Indenture. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day On and after the Redemption Date ("Optional Redemption Payment Date"). In for the event Securities or any portion thereof called for redemption, as applicable, interest shall cease to accrue on such Securities or any portion thereof called for redemption, unless the Company fails defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for such Securities or any portion thereof called for redemption, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will Price of such Securities to be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal redeemed on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. Note proceeds may If less than all of the Securities of this series are to be redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be used to effect an Optional Redemptionredeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event shall Securities of a principal amount of $2,000 or less be redeemed in part.

Optional Redemption. The Company will As provided in the ENA Charter, EH shall have the option right, at any time and from time to time, by delivery of redeeming a notice (“Redemption Notice”) to ENA, to require that all or any outstanding Notes part of the Series E Shares then held by EH be redeemed by ENA for cash ("“Optional Redemption") by paying ”). The price per share that ENA shall pay to EH as the redemption price for such shares shall be an amount per share equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% closing price per share of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding LATA common stock on the day notice immediately preceding the date of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all delivery of the Note principal and interest Optional Redemption Notice, which was the subject of the Notice of Redemption. A Notice of Redemption must for this purpose shall be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds deemed to be equal to the Redemption Amountthen market value of each outstanding Series E Share on the date of payment. The Redemption Amount must redemption price, if paid in cash, shall be paid by wire transfer of immediately available funds in good funds an amount equal to the Subscriber redemption price to an account specified for such purpose by EH, which payment shall be made no later than thirty (30) days after delivery of a properly executed Redemption Notice (“Redemption Date”). In lieu of ENA paying cash to EH for its Series E Shares being redeemed, LATA may elect, on notice to EH given not less than ten (10) days after delivery of the seventh (7th) business day after Redemption Notice, to purchase from EH on the Redemption Date ("Optional Redemption Payment Date")the Series E Shares being redeemed by delivering to EH a number of shares of LATA common stock equal to the number of Series E Shares then being redeemed. In The ENA Charter shall include provisions that will adjust the event the Company fails to pay the Redemption Amount Series E Shares held by the Optional Redemption Payment Date, then the Redemption Notice will be null and void EH and the Company will thereafter have no further right number of Series L Shares held by LATA to effect an Optional Redemptionreflect any dividend or distribution by LATA of shares of its common stock to its stockholders, and at the Subscription's electionany subdivision or split of LATA’s common stock, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event any combination or reverse split of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred LATA’s common stock or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionany such similar adjustment.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying Subject to the Subscriber a sum provisions of money as follows: from the Closing Date through 30 days this Section, at any time after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% twelve (12) month anniversary of the Original Issue Date, the Company may deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem all of the then outstanding principal amount of the this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable for cash in an amount equal to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Optional Redemption Amount") outstanding Amount on the 60th calendar day notice of redemption following the Optional Redemption Notice Date ("Notice of Redemption) is given to a Subscriber ("such date, the “Optional Redemption Date"”, such 60 calendar day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). A Notice The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of Redemption may not be given the Equity Conditions shall have been met (unless waived in connection with any portion of Note for which notice of conversion has been given writing by the Subscriber Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time before receipt during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of a the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice of Redemptionshall be null and void, ab initio. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in connection with some or full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the Note principal and interest which was the subject holders of the Notice then outstanding Notes based on their (or their predecessor’s) initial purchases of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Notes pursuant to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionPurchase Agreement.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying Subject to the Subscriber a sum provisions of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums duethis Section 6, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt after the 18-month anniversary of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of Conversion in connection with its irrevocable election to redeem some or all of the Note then outstanding principal and interest which was the subject amount of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds this Debenture for cash in an amount equal to the Redemption Amount. The Optional Redemption Amount must be paid in good funds to on the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by 20th Trading Day following the Optional Redemption Payment Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect to nullify the Optional Redemption Notice will by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and time of delivery of the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under Notice through the Note. Any Notice of Redemption must be given to date all holders of Notes issued amounts owing thereon are due and paid in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionfull.

Optional Redemption. The Company will have Shares of the Series E Preferred Stock shall be redeemable, in whole or in part, at the option of redeeming the Corporation, by resolution of its Board of Directors, in cash, at any outstanding Notes ("Optional Redemption") by paying time, subject to the Subscriber Redemption Notice requirements below, at a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200price per share equal to 125% of the principal Stated Value plus the amount of the Note together with accrued but unpaid interest thereon dividends thereon. The Corporation may undertake multiple partial redemptions. The Corporation shall provide written notice to all holders of record of shares of Series E Preferred Stock specifying the time (the “Redemption Date”) and any place of such redemption (the “Redemption Notice”), at their respective addresses as the same shall appear on the stock books of the Corporation, but no failure on the part of the shareholder to receive such notice and all other sums due, accrued or payable no defect in the wording of the notice shall affect the validity of the proceedings adopted with respect to the Subscriber arising under this Subscription Agreement, Note or redemption of any other document delivered herewith ("such shares. The Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within not less than five (5) business days after receipt of a Notice of Redemption Trading Days prior to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note After the Corporation has furnished its Redemption Notice, each holder of shares of Series E Preferred Stock called for redemption may, on or before the close of the last business day preceding the designated Redemption Date, convert such shares into shares of Common Stock in accordance with the conversion privileges set forth herein. Unless the Corporation has first obtained the written consent of the Requisite Holders, the Corporation and each Subsidiary shall not, at any time on or after the Original Issue Date, issue any securities (including but not limited to equity and debt securities) for consideration (including but not limited to cash proceeds) of more than $5,000,000.00 (the “Minimum Threshold”) in the aggregate. For the avoidance of doubt, each time that the Corporation or a Subsidiary receives consideration (including but not limited to cash proceeds) from any source or series of related or unrelated sources on or after the Original Issue Date from the issuance of any securities (including but not limited to equity and debt securities), such amount shall be aggregated together for purposes of calculating the Minimum Threshold. Notwithstanding anything to the contrary herein, proceeds may received by the Corporation pursuant to an “at-the-market offering” with a registered broker-dealer, whereby such registered broker-dealer is acting as principal in the purchase of Common Stock from the Corporation, shall not be used to effect an Optional Redemptioncount towards the Minimum Threshold.

Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company will have prior to September 21, 2026. On or after September 21, 2026, and before the option 51st Scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem (an “Optional Redemption”) for cash all or any portion of redeeming any outstanding the Notes ("Optional Redemption") by paying subject to the Subscriber a sum Partial Redemption Limitation), at the relevant Redemption Price, if the Last Reported Sale Price of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Common Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Notice of Redemption in accordance with ‎Section 16.02. The Trustee shall have no liability or responsibility for determining whether the conditions for Optional Redemption have been met. If the Company elects to redeem fewer than all of the outstanding Notes, at least $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to redemption as of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt relevant date of a Notice of Redemption to give (such requirement, the Company Notice of Conversion in connection with some or “Partial Redemption Limitation”). If fewer than all of the Note principal outstanding Notes are to be redeemed and interest which was the subject Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Notice Depositary. If fewer than all of Redemptionthe outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate. A Notice If any Note selected for partial redemption is submitted for conversion in part after such selection, the portion of Redemption must the Note submitted for conversion shall be accompanied deemed (so far as may be possible) to be the portion selected for redemption, subject, in the case of Notes represented by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Global Note, to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionDepositary’s applicable procedures.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - equal to 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionRedemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date; and (iii) the Maximum Base Price (as defined in the Note) is less than the Conversion Price calculated pursuant to Section 2.1(b)(i) of the Note for each of the ten (10) trading days preceding the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have Securities are redeemable, at the option of redeeming the Company, at any outstanding Notes time prior to maturity in whole or from time to time in part, on a date fixed by the Company for such redemption ("Optional Redemption"the “Redemption Date”) by paying and at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be paid pursuant to the Subscriber immediately following paragraph. However, if the Redemption Date is after a sum Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of money as follows: from business on the Closing Regular Record Date through 30 days after and not included in the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Note together with Securities plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable up to but not including the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Company will calculate the Company Notice of Conversion Make-Whole Premium, if any, in connection with some or all good faith, applying the Treasury Rate determined as set forth in the definition thereof. The amount of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds Make-Whole Premium is equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Dateexcess, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemptionif any, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided of: (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion sum of the full outstanding Note principal are included for unrestricted resale in a registration statement effective present values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. Note proceeds may not The present values of interest and principal payments referred to in clause (i) above will be used determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to effect an Optional Redemptionthe Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below) plus 30 basis points.

Optional Redemption. The Company will have Class A Notes and the Class B Notes are subject to redemption, in whole, prior to the respective Final Scheduled Payment Dates, at the option of redeeming the Issuer, acting at the direction of the Administrator, as long as COAF or an affiliate of COAF is the Administrator, on any outstanding Notes ("Optional Redemption") by paying Payment Date on which the Aggregate Receivables Balance at the end of the related Collection Period shall be less than or equal to 10% of the Subscriber a sum of money as follows: from initial Aggregate Receivables Balance on the Closing Date through 30 days after plus the initial amount deposited into Pre-Funding Account on the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided upon (i) no Event of Defaultdelivery to the Indenture Trustee, as described the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note shall have occurred or be continuing; Insurer, not less than twenty (20) days prior to the date fixed for redemption, of an Officer's Certificate from the Issuer stating the Issuer's election to redeem the Class A Notes and the Class B Notes, (ii) the Company Shares issuable upon conversion deposit by the Issuer into the Revenue Fund, to the extent of any shortfall therein, or the direction by the Issuer 84 2003-A Indenture to the Indenture Trustee to transfer funds from the Reserve Fund for deposit into the Revenue Fund, an amount equal to the sum of (A) the Class A Note Interest due on such Payment Date, (B) the Aggregate Outstanding Principal Balance of the full outstanding Class A Notes, (C) all Premiums, fees, expenses, Reimbursement Obligations and any other amount due to the Note principal are included for unrestricted resale Insurer, (D) the Aggregate Outstanding Principal Balance of the Class B Notes, (E) to the Swap Counterparty, any other fees, expenses and other amounts payable upon optional redemption, including reimbursement of all Swap Termination Payments paid under the Swap Policy and including all Swap Termination Payments under any previously terminated Interest Rate Swap Agreement, as certified to the Issuer and the Note Insurer by the Servicer and (F) to the Indenture Trustee and the Servicer any fees, expenses and other amounts payable upon optional redemption and (iii) payment of the amounts and to the Persons specified in clause (ii). No optional redemption shall be permitted without the prior written consent of the Note Insurer if it would result in a registration statement effective draw on the Note Policy. Upon receipt of such amounts the Indenture Trustee shall (x) make the final payment in full to the Class A Noteholders and the Class B Noteholders as described herein and in the order of priority set forth above, (y) pay to the appropriate parties all Premiums, Swap Termination Payments, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due and (z) only if the Aggregate Outstanding Principal Balance of the Redemption Date. Note proceeds may not be used Class A Notes and the Aggregate Outstanding Principal Balance of the Class B Notes have been reduced to effect an Optional Redemptionzero, all interest accrued on the Class A Notes has been paid in full and all such Premiums, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due have been paid in full and all Interest Rate Swap Agreement has been terminated and all amounts payable to the Swap Counterparty, including, without limitation, all Swap Termination Payments under any previously terminated Interest Rate Swap Agreement, have been paid in full, release any remaining assets in the Trust Property to the Residual Interestholder.

Optional Redemption. The At any time after January 1, 2025, the Company will at its option shall have the option of redeeming any outstanding Notes right, but not the obligation, to redeem ("“Optional Redemption"”) by paying early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Subscriber a sum of money as follows: from the Closing Date through 30 days Holder after the Closing Date - 120% from 31 days through 90 days close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder, or (y) provided no Event of Default has occurred, at any time after the Closing Date - 135% from 91 days through 180 days thirtieth (30th) Trading Day after the Closing Date - 150% after 180 days following initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the Closing Date - 200% of the principal amount outstanding balance of the Note together with accrued but unpaid interest thereon to be redeemed and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The “Redemption Amount must Amount” shall be paid in good funds an amount equal to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given outstanding Principal balance being redeemed by the Company, provided (i) no Event plus the Payment Premium in respect of Defaultsuch Principal amount, as described in plus all accrued and unpaid interest, if any on such Principal amount. After receipt of a Redemption Notice, the Note Holder shall have occurred ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Redemption Notice) to elect to convert all or be continuing; and any portion of the Note. On the eleventh (ii11th) Trading Day after the applicable Redemption Notice, the Company Shares issuable upon conversion of shall deliver to the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Holder the Redemption Date. Note proceeds may Amount with respect to the Principal amount redeemed to the extent not be used converted and otherwise after giving effect to effect an Optional Redemptionconversions or other payments made during the ten (10) Trading Day period.

Optional Redemption. The Company will If from and after two years of the date the first share of Series C Preferred Stock is sold and issued by the Corporation, the Common Shares shall have traded above fifty cents ($0.50) per share (as adjusted for stock splits, dividends, consolidations, recapitalizations and similar events) for sixty (60) consecutive days on a national securities exchange or NASDAQ, or the closing bid price quoted by an established quotation service for over-the-counter securities shall be above fifty cents ($0.50) for sixty (60) consecutive days, then the Corporation shall have the option right, but not the obligation, to redeem all of redeeming the outstanding shares of Series C Preferred Stock for cash, at a price per share equal to one hundred and fifty percent (150%) of the liquidation preference for Series C Preferred Stock under Subsection 9(d)(ii)(a), plus any outstanding Notes declared, but unpaid, dividends under Subsection 9(d)(i), by providing each holder of Series C Preferred Stock with written notice of such redemption not less than thirty ("Optional Redemption"30) by paying days prior to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice scheduled date of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment DateNotice"). In the event of such redemption, and prior to the Company fails scheduled date of redemption, holders of Series C Preferred Stock shall surrender to the Corporation the certificate(s) representing such shares of Series C Preferred Stock to be redeemed duly endorsed for transfer to this Corporation, and upon receipt of such certificates, the Corporation shall pay the Redemption Amount redemption price for such shares to the order of the person whose name appears on such certificate(s) as the owner thereof, and each surrendered certificate shall be cancelled. When the redemption price is paid, all rights in respect of the redeemed shares of Series C Preferred Stock shall cease and terminate, and such shares shall no longer be deemed to be authorized, outstanding or available for reissuance, whether or not the certificates representing such shares have been received by the Optional Redemption Payment Date, then Corporation. Nothing herein contained in this Subsection 9(d)(vii)(b) shall prohibit any holder of Series C Preferred Stock from electing the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion benefits of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as provisions of Subsection 9(d)(iii) or other applicable conversion provisions prior to the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionscheduled date of redemption.

Optional Redemption. The Company (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part (unless otherwise provided in the applicable Indenture Supplement for such Series or Class) on a date specified in the applicable Indenture Supplement or any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”)). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will have cause the option of redeeming any outstanding Notes Issuer to notify the Indenture Trustee, each Derivative Counterparty ("Optional Redemption") by paying as applicable, with respect to the Subscriber a sum related Series of money as follows: from Notes) and the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Noteholders of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith such redemption at least seven ("Redemption Amount"7) outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Business Days prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then such redemption shall be cancelled, notice of such cancelled redemption shall be sent by the Redemption Notice Administrator on behalf of the Issuer to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the outstanding Note Balance of Default under the Note. Any Notice of Redemption must be given to such Series or Class, plus all holders of Notes issued accrued and unpaid interest and other amounts due in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion respect of the Notes, is paid in full outstanding Note principal are included for unrestricted resale in a registration statement effective as or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Subject to the terms of the Indenture, the Company will shall have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to right, at the Subscriber a sum of money as follows: from Company’s option, during the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon period beginning on November , 2011 and any and all other sums dueending on May , accrued or payable to the Subscriber arising under this Subscription Agreement2014, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption during such period, and from time to give the Company Notice of Conversion in connection with some time during such period, to redeem all or all any part of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by Notes at a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds price payable in Cash equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date ("Optional Redemption Payment Date"). In in the event that the Closing Price for each of 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the day prior to mailing of a notice of redemption to Holders of the Notes in accordance with Section 3.07 of the Indenture shall have exceeded 300% of the applicable Conversion Price, provided, however, that the Company fails shall have made at least five semi-annual scheduled interest payments (including the interest payments on November , 2011) in the full amount required by the Indenture with respect to pay the Notes prior to redeeming any Notes pursuant to this sentence. Subject to the terms of the Indenture, the Company shall also have the right, at the Company’s option, after May , 2014, at any time, and from time to time, to redeem all or any part of Notes at a price payable in Cash equal to the Redemption Amount by the Optional Redemption Payment DatePrice plus accrued and unpaid interest, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemptionif any, and at the Subscription's electionto, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offeringbut excluding, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. In no event shall any Redemption Date be a Legal Holiday. Furthermore, if the Redemption Date with respect to a Note proceeds may is after the close of business on a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Holder of record of such Note (without any surrender of such Note by such Holder) at the close of business on such record date, and the Holder surrendering such Note for redemption shall receive only the Redemption Price and shall not be used entitled to effect an Optional Redemptionany such interest unless such Holder was also the Holder of record of such Note at the close of business on such record date.

Optional Redemption. The Company will shall have the option right, at the Company's option, at any time, and from time to time, on a Redemption Date on or after February 1, 2012, to redeem all or any part of redeeming any outstanding Notes the Securities at a price payable in cash equal to one hundred percent ("Optional Redemption"100%) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with Securities to be redeemed, plus accrued and unpaid interest, if any, to, but unpaid interest thereon and any and all other sums dueexcluding, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may Upon surrender to the Paying Agent of a Security subject to Redemption, such Security shall be paid, to the Holder surrendering such Security, at the Redemption Price plus accrued and unpaid interest to, but excluding, the Redemption Date, unless the Redemption Date is an interest payment date, in which case such accrued and unpaid interest will instead be paid on such interest payment date to the Holder of record of such Security at the close of business on the record date for such interest payment. The Company will make at least fourteen (14) semi-annual interest payments with respect to the Securities prior to redeeming any Securities under this PARAGRAPH 6. If the Paying Agent (other than the Company) holds on a Redemption Date money sufficient to pay the aggregate Redemption Price with respect to all Securities to be redeemed, plus accrued and unpaid interest, if any, payable as provided in the Indenture upon Redemption, then (unless there shall be a Default in the payment of such aggregate Redemption Price or of such accrued and unpaid interest) on and after such date such Securities shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not be used such Securities are delivered to effect an Optional Redemptionthe Paying Agent. Thereafter, all rights of the Holders of such Securities shall terminate with respect to such Securities, other than the right to receive the Redemption Price, plus such accrued and unpaid interest, in accordance with the Indenture.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes Note ("Optional Redemption") by paying to the Subscriber Purchaser a sum of money as follows: from the Closing Date through 30 90 days after the Closing Date - 120% from 31 91 days through 90 135 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 135 days following the Closing Date - 200150% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Purchaser arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber Purchaser ("Redemption Date"). Notwithstanding the foregoing, if the implied return to the Purchaser based on the market price of the Common Stock on any of the three days preceding the Redemption Date is greater than the percentages set forth above, then the Redemption Amount shall be increased to equal the implied return to the Purchaser had the Purchaser been permitted to convert the principal amount of the Note into shares of Common Stock at the relevant Conversion Price on the Redemption Date. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber Purchaser at any time before receipt of a Notice of Redemption. The Subscriber Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber Purchaser no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the SubscriptionPurchaser's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes Note issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. (a) The Company will have Secured Debt shall be redeemable by the option Issuer at the written direction of redeeming any outstanding a Majority of the Subordinated Notes ("Optional Redemption"and in the case of a Refinancing, with the consent of the Collateral Manager and the U.S. Retention Provider) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event the Secured Debt shall be redeemed in whole in order of Defaultseniority (with respect to all Classes of Secured Debt) but not in part on any Business Day after the end of the Non-Call Period from Sale Proceeds, Contributions of Cash and/or Refinancing Proceeds and all or a specified (as described in directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Note shall have occurred Issuer, or be continuing; and the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(L) or (ii) the Company Shares issuable upon conversion Secured Debt shall be redeemed in part by Class from Refinancing Proceeds, Contributions of Cash and/or Partial Refinancing Interest Proceeds and all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the full outstanding Note principal Issuer) portion of Interest Proceeds that are included for unrestricted resale in a registration statement effective as otherwise payable pursuant to Section 11.1(a)(i)(L) on any Business Day after the end of the Non-Call Period as long as the Class of Secured Debt to be redeemed represents not less than the entire Class of such Secured Debt. In connection with any such redemption, the Secured Debt shall be redeemed at the applicable Redemption Date. Note proceeds may Prices and a Majority of the Subordinated Notes must provide the above described written direction (and the Collateral Manager and the U.S. Retention Provider must provide the above described consent in the case of a Refinancing) to the Issuer, the Trustee, the Collateral Agent and the Loan Agent not later than 10 days (or such shorter period of time as the Trustee, the Collateral Agent, the Loan Agent and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be used made; provided that all Secured Debt to effect an Optional Redemptionbe redeemed must be redeemed simultaneously.

Optional Redemption. The Company will have the option of redeeming At any outstanding Notes ("Optional Redemption") by paying time and from time to time prior to the Subscriber Final Maturity Date, the Securities of this series shall be redeemable, in whole or in part, at the Company’s option, at a sum Redemption Price equal to the greater of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200(i) 100% of the principal amount of such Securities to be redeemed, or (ii) as determined by a Quotation Agent, the Note together with accrued but unpaid sum of the present values of the remaining scheduled payments of principal and interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with including any portion of Note for which notice such payments of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 15 basis points; in each case, plus accrued and unpaid interest on such Securities to, but excluding, the Redemption Date. Note proceeds may Notice of any such redemption shall be given by mail to Holders of the Securities to be redeemed, not less than 30 days nor more than 60 days prior to the Redemption Date, all as provided in the Indenture. On and after the Redemption Date for the Securities or any portion thereof called for redemption, as applicable, interest shall cease to accrue on such Securities or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for such Securities or any portion thereof called for redemption, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Securities to be used redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Securities of this series are to effect an Optional Redemptionbe redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event shall Securities of a principal amount of $2,000 or less be redeemed in part.