Common use of Payment of Optional Redemption Price Clause in Contracts

Payment of Optional Redemption Price. (i) The Company shall pay the Optional Redemption Price to the Holder within five (5) business days of the Optional Redemption Date. In the event that the Company redeems the entire remaining unpaid principal amount of this Debenture, and pays to the Holder all interest accrued thereon and all other amounts due in connection therewith, the Holder shall return this Debenture to the Company for cancellation. (ii) The Company may, upon fifteen (15) business days' prior written notice to the Holder, pay the Optional Redemption Price in shares of GGD Stock in lieu of cash. The number of shares of GGD Stock to be delivered to the Holder in the event that the Company exercises such option shall be determined by dividing the Optional Redemption Price by the Conversion Price. The Company may exercise its option to pay the Optional Redemption Price in shares of GGD Stock only if (A) the aggregate number of such shares and of all Conversion Shares and Interest Payment Shares issuable upon the conversion of the aggregate principal amount of the Debentures outstanding immediately following such Optional Redemption has been reserved for issuance upon such conversion and (B) the GGD Stock is designated for quotation on the Nasdaq National Market system or listed on the NYSE or ASE, and actively traded thereon and (C) the Holder agrees to receive such payment in shares of GGD Stock. (iii) If the Company fails to issue and deliver the appropriate number of Conversion Shares to such Holder on or before the tenth (10th) business day following the Optional Redemption Date, the Company shall not be entitled to pay the Optional Redemption Price in shares of GGD Stock, but instead must immediately pay such amount in cash, together with Default Interest on such unpaid amount calculated from the Optional Redemption Date until the date on which such amount is paid.

Payment of Optional Redemption Price. The redemption price with respect to each exercise of the Company Optional Redemption Right (ieach being an “Optional Redemption Price”) The shall be determined as set forth in this Section 8(c). If the applicable Notice of Company shall pay the Optional Redemption specifies that all amounts outstanding under this Note are subject to such redemption, then such Optional Redemption Price shall be an amount equal to the Holder within five (5) business days sum of the then-outstanding Principal amount of this Note plus all accrued and unpaid Interest with respect to such Principal amount and Interest as of the applicable Optional Redemption Date and all accrued and unpaid Late Charges with respect to such Principal amount as of the applicable Optional Redemption Date. If the applicable Notice of Company Optional Redemption specifies that less than all amounts outstanding under this Note are subject to such redemption, then such Optional Redemption Price shall be an amount equal to the amount subject to redemption that is specified in the applicable Notice of Company Optional Redemption. Each Optional Redemption Price shall be paid in cash to the Holder, via wire transfer of immediately available funds, on the applicable Optional Redemption Date. Each Optional Redemption Price that is less than all amounts then-outstanding under this Note shall be applied as follows: (1) first, to the Principal then outstanding, (2) second, to all accrued and unpaid Interest then-outstanding and (3) third, to all accrued and unpaid Late Charges then-outstanding on such Principal and Interest. To the extent redemptions required by this Section 8 are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event that the Company redeems the entire remaining unpaid principal amount of this Debenture, and pays does not pay to the Holder all interest accrued thereon and the applicable Optional Redemption Price on the applicable Optional Redemption Date, then, in addition to all other amounts due in connection therewithrights and remedies available to the Holder, the Holder shall return this Debenture have the right to void the Company for cancellation. (iiredemption pursuant to Section 7(a) The Company may, upon fifteen (15) business days' prior written notice to with the Holder, pay the term “Optional Redemption Price in shares Price” being substituted for “Redemption Price” and “Notice of GGD Stock in lieu of cash. The number of shares of GGD Stock to be delivered to the Holder in the event that the Company exercises such option shall be determined by dividing the Optional Redemption” being substituted for “Redemption Price by the Conversion Price. The Company may exercise its option to pay the Optional Redemption Price in shares of GGD Stock only if (A) the aggregate number of such shares and of all Conversion Shares and Interest Payment Shares issuable upon the conversion of the aggregate principal amount of the Debentures outstanding immediately following such Optional Redemption has been reserved for issuance upon such conversion and (B) the GGD Stock is designated for quotation on the Nasdaq National Market system or listed on the NYSE or ASE, and actively traded thereon and (C) the Holder agrees to receive such payment in shares of GGD StockNotice. (iii) If the Company fails to issue and deliver the appropriate number of Conversion Shares to such Holder on or before the tenth (10th) business day following the Optional Redemption Date, the Company shall not be entitled to pay the Optional Redemption Price in shares of GGD Stock, but instead must immediately pay such amount in cash, together with Default Interest on such unpaid amount calculated from the Optional Redemption Date until the date on which such amount is paid.”

Payment of Optional Redemption Price. The redemption price for this Series 1 Debenture shall be determined as of the Company Optional Redemption Date and shall be an amount in cash equal to the sum of (i) The all of the then-remaining amounts outstanding under this Series 1 Debenture as of the Company Optional Redemption Date plus (ii) the Make-Whole Amount as of the Company Optional Redemption Date (such sum is referred to herein as the “Company Optional Redemption Price”). On the Company Optional Redemption Date, the Company shall pay the Company Optional Redemption Price to the Holder, which shall be payable in cash to the Holder within five (5) business days by wire transfer of immediately available funds on the Company Optional Redemption Date. To the extent redemptions required by this Section 32 are deemed or determined by a court of competent jurisdiction to be prepayments of this Series 1 Debenture by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 32, but subject to Section 3(d) and the last sentence of this Section 32(c), until the Company Optional Redemption Price (together with any Late Charges thereon) is paid in full, all or any portion of this Series 1 Debenture may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3, and all such amounts so converted shall reduce the amount required to be redeemed on the Company Optional Redemption Date by the amount so converted. In the event that the Company redeems the entire remaining unpaid principal amount of this Debenture, and pays does not pay to the Holder all interest accrued thereon and the Company Optional Redemption Price in full on the Company Optional Redemption Date, then, in addition to all other amounts due in connection therewithrights and remedies available to the Holder, the Holder shall return have the right to void the redemption pursuant to Section 11(a) with the term “Company Optional Redemption Price” being substituted for “Redemption Price” and “Company Optional Redemption Notice” being substituted for “Redemption Notice,” shall have all rights of the Holder under Section 11(a) as if they were part of this Debenture Section 32 and applied solely to this Section 32 and the Company shall pay to the Holder Late Charges in respect of the Company for cancellation. Optional Redemption Price until paid in full. Notwithstanding anything contained in this Section 32 to the contrary, if (iiI) The any daily VWAP of the Common Stock is less than the Company may, upon fifteen (15) business days' prior written notice Optional Redemption Trigger Price on any day during the period commencing on the Company Optional Redemption Notice Date and ending on the date on which the Company Optional Redemption Price is paid in full in cash to the Holder, pay ; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the period commencing on the Company Optional Redemption Notice Date and ending on the date on which the Company Optional Redemption Price is paid in shares of GGD Stock full in lieu of cash. The number of shares of GGD Stock cash to be the Holder is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Company Optional Redemption Notice Date and ending on the date on which the Company Optional Redemption Price is paid in full in cash to the Holder (which Equity Conditions Failure has not been waived in accordance with Section 22), then, in either case, the Company Optional Redemption Notice delivered to the Holder in the event that shall be null and void ab initio and the Company exercises such option shall be determined by dividing the Optional Redemption Price contemplated by the Conversion Price. The Company may exercise its option to pay the Optional Redemption Price in shares of GGD Stock only if (A) the aggregate number of such shares and of all Conversion Shares and Interest Payment Shares issuable upon the conversion of the aggregate principal amount of the Debentures outstanding immediately following such Optional Redemption has been reserved for issuance upon such conversion and (B) the GGD Stock is designated for quotation on the Nasdaq National Market system or listed on the NYSE or ASE, and actively traded thereon and (C) the Holder agrees to receive such payment in shares of GGD Stock. (iii) If the Company fails to issue and deliver the appropriate number of Conversion Shares to such Holder on or before the tenth (10th) business day following the Optional Redemption Date, the Company Notice shall not be entitled to pay the Optional Redemption Price in shares of GGD Stock, but instead must immediately pay such amount in cash, together with Default Interest on such unpaid amount calculated from the Optional Redemption Date until the date on which such amount is paidoccur.

Payment of Optional Redemption Price. The redemption price with respect to each exercise of the Company Optional Redemption Right (ieach being an “Optional Redemption Price”) The shall be determined as set forth in this Section 8(c). If the applicable Notice of Company shall pay the Optional Redemption specifies that all amounts outstanding under this Note are subject to such redemption, then such Optional Redemption Price shall be an amount equal to the Holder within five (5) business days 103% of the sum of the then-outstanding Principal amount of this Note plus all accrued and unpaid Interest with respect to such Principal amount and Interest as of the applicable Optional Redemption Date and all accrued and unpaid Late Charges with respect to such Principal amount as of the applicable Optional Redemption Date. If the applicable Notice of Company Optional Redemption specifies that less than all amounts outstanding under this Note are subject to such redemption, then such Optional Redemption Price shall be an amount equal to 103% of the amount subject to redemption that is specified in the applicable Notice of Company Optional Redemption. Each Optional Redemption Price shall be paid in cash to the Holder, via wire transfer of immediately available funds, on the applicable Optional Redemption Date. Each Optional Redemption Price that is less than all amounts then-outstanding under this Note shall be applied as follows: (1) first, to the Principal then outstanding, (2) second, to all accrued and unpaid Interest then-outstanding and (3) third, to all accrued and unpaid Late Charges then-outstanding on such Principal and Interest. To the extent redemptions required by this Section 8 are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event that the Company redeems the entire remaining unpaid principal amount of this Debenture, and pays does not pay to the Holder all interest accrued thereon and the applicable Optional Redemption Price on the applicable Optional Redemption Date, then, in addition to all other amounts due in connection therewithrights and remedies available to the Holder, the Holder shall return this Debenture have the right to void the Company for cancellation. (ii) The Company may, upon fifteen (15) business days' prior written notice redemption pursuant to Section 7 with the Holder, pay the term “Optional Redemption Price in shares Price” being substituted for “Redemption Price” and “Notice of GGD Stock in lieu of cash. The number of shares of GGD Stock to be delivered to the Holder in the event that the Company exercises such option shall be determined by dividing the Optional Redemption” being substituted for “Redemption Price by the Conversion Price. The Company may exercise its option to pay the Optional Redemption Price in shares of GGD Stock only if (A) the aggregate number of such shares and of all Conversion Shares and Interest Payment Shares issuable upon the conversion of the aggregate principal amount of the Debentures outstanding immediately following such Optional Redemption has been reserved for issuance upon such conversion and (B) the GGD Stock is designated for quotation on the Nasdaq National Market system or listed on the NYSE or ASE, and actively traded thereon and (C) the Holder agrees to receive such payment in shares of GGD StockNotice. (iii) If the Company fails to issue and deliver the appropriate number of Conversion Shares to such Holder on or before the tenth (10th) business day following the Optional Redemption Date, the Company shall not be entitled to pay the Optional Redemption Price in shares of GGD Stock, but instead must immediately pay such amount in cash, together with Default Interest on such unpaid amount calculated from the Optional Redemption Date until the date on which such amount is paid.”