Common use of Payment of Prepayment Price Clause in Contracts

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted].

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.7(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Xxxxxxxxx to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) business day following the Maker’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If date that is one (1) business day following the Makers shall fail to prepay all Maker's receipt of the Notes submitted for prepayment Holder's Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Note prepaid pursuant to Section 3.8(a)(i) above, the Makers shall notify pay the Mandatory Prepayment Price to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(swithin thirty (30) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit Holder’s Notice in Response to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not Inability to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not Convert, provided that prior to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder terms of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidNote. If the Makers shall fail to prepay all pay the applicable Mandatory Prepayment Price to the Holder on the date that is three (3) business days following the Makers’ receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Optional Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.6(a)(A) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker’s receipt of the Holder’s Election Upon Inability to Convert, provided that prior to the Maker’s receipt of the Holder’s Election Upon Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder within five (5) business days after following the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered Election Upon Inability to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Mandatory Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Void Optional Prepayment Notice(s) is delivered to the Makers and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Makers and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Makers; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Makers’ obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder’s certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.6(i), to such holder within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.6(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes and Other Notes held by such holder relative to the number of Notes and Other Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.6(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or shall elect to have the Other HoldersNote prepaid pursuant to Section 3.7(a)(i) above, the Makers Company shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five (5) business 30 days after of the Makers’ Company’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Company’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Company shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.7(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 2% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest closing bid price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(g), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Buyer Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.7(f), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder's certificates representing the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, Notes shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(h) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted].the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Per Share Market Value during the period beginning on the date on which the Notice(s) of Prepayment of Option of Buyer Upon Major Transaction or the Notice(s) of Prepayment at Option of Buyer Upon Triggering event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction. Section 3.8

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its ------------------------------ shares prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Mandatory Prepayment Price in cash to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to ---- Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.8(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted].require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Per Share Market Value during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment. Section 3.9

Payment of Prepayment Price. Upon the Makers’ Company’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or of the Other HoldersNote, the Makers Company shall immediately notify the Holder or such Other Holders, as of the case may be, Note by facsimile of the Makers’ Company’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Company the Holder’s Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have has elected to have prepaid. The Makers Company shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to Section 3.6(d), to the Holder, Holder within five (5) 5 business days after the Makers’ Company’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.(e), the Makers Company shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers Company shall fail to prepay all of the Notes submitted for prepayment Note (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder the Holder of the Notes Note may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes the Note not prepaid shall bear interest at the Default Rate rate of 2% per month (prorated for partial months) until paid in full. Until the Makers pay Company pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepaymentHolder, such holder the Holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Company to promptly return to such holder(s) all of the Notes Holder the Note that were was submitted for prepayment by such holder(s) under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Company via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Company’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holderthe Holder, (i) the Notice(s) Notice of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) Notice of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes the Note submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Company shall immediately return any such Notes the Note submitted to the Makers Company by each holder the Holder for prepayment under this Section 3.7(j3.6(i) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Note shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice is delivered to the Company and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Company and ending on the date on which the Void Optional Prepayment Notice is delivered to the Company; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. The Holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Company’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h)) , the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the ““ Void Optional Prepayment OptionOption ”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the ““ Void Optional Prepayment NoticeNotice ”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted].

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder’s certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.6(i), to such holder within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.6(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes and the Other Note held by such holder relative to the number of Notes and the Other Note outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.6(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of Each holder that has sent a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from shall promptly submit to the Holder or Maker such holder’s certificates representing the Other HoldersNotes that such holder has elected to have prepaid. The Maker shall deliver the applicable Triggering Event Prepayment Price, the Makers shall notify the Holder or such Other Holders, as in the case may beof a prepayment pursuant to Section 3.7(i), by facsimile of to such holder within five (5) business days after the Makers’ Maker’s receipt of such Notice(s) a Notice of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to the Maker’s stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price to the Holder, such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.8(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) Notice of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other HoldersHolder, the Makers Maker shall notify deliver the applicable Triggering Event Prepayment Price, in the case of a prepayment pursuant to Section 3.6(i), to the Holder or such Other Holders, as within five (5) business days after the case may be, by facsimile of the Makers’ Maker’s receipt of such Notice(s) a Notice of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h3.6(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidMaker. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment Note (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes the Note (or portion thereof) not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepaymentHolder, such holder the Holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) the Holder all or that portion of the Notes Note that were was submitted for prepayment by such holder(s) under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) Notice and prior to payment of the full applicable Prepayment Price to such holderthe Holder, (i) the Notice(s) Notice of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) Notice of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes the Note submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes the Note submitted to the Makers Maker by each holder the Holder for prepayment under this Section 3.7(j3.6(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of the Note shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice of Prepayment of Option of Holder Upon Major Transaction or the Notice of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. The Holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(g), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Buyer Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.7(f), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder's certificates representing the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, Notes shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(h) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Per Share Market Value during the period beginning on the date on which the Notice(s) of Prepayment of Option of Buyer Upon Major Transaction or the Notice(s) of Prepayment at Option of Buyer Upon Triggering event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholder in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its ------------------------------ shares prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Mandatory Prepayment Price in cash to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.8(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted].require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Per Share Market Value during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment. Section 3.9

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Xxxxxxxxx to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) business day following the Maker’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder’s certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.6(i), to such holder within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.6(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the amount of Notes held by such holder relative to the amount of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.6(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(k) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(g), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Buyer Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.7(f), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder's certificates representing the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, Notes shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(h) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Per Share Market Value during the period beginning on the date on which the Notice(s) of Prepayment of Option of Buyer Upon Major Transaction or the Notice(s) of Prepayment at Option of Buyer Upon Triggering event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers Maker shall immediately notify the Holder or such and the Other Holders, as the case may be, Holders by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers Maker the Holder’s certificates representing this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have Holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price to the Holder, Holder within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or shall elect to have the Other HoldersNote prepaid pursuant to Section 3.7(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Xxxxxxxxx to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) business day following the 30-day period following the Maker’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker's receipt of the Holder's Notice in Response to Inability to Convert, provided that, prior to the Maker's receipt of the Holder's Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, within five that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder on the date that is three (53) business days after following the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered 's Notice in Response to the Makers; provided further that if the Makers are unable Inability to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest VWAP during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its shares prepaid pursuant to Section 3.9(a)(i) above, the Makers Maker shall notify pay the Mandatory Prepayment Price in cash to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.8(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Per Share Market Value during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Company’s receipt of a Notice(s) Notice of Prepayment at Option of Holder Upon Triggering Event or Payee from the Payee, the Company shall immediately notify the Payee by facsimile of the Company’s receipt of a Notice(s) Notice of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same Payee and the Holder and each Other Holder Payee which has sent such a notice shall promptly thereafter submit deliver to the Makers Company this Note (on or certificates representing before the consummation or closing of a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaidMajor Transaction. The Makers Company shall deliver pay the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note Payee at or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation closing of the Major Transaction; provided that the Holder’s original this Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidCompany. If the Makers Company shall fail to prepay all of the Notes submitted for prepayment Prepayment Price (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Payee may have under this Note and the Purchase AgreementNote, the applicable Prepayment Price payable in respect of such unprepaid Notes not prepaid shall bear interest at the Default Rate rate of two percent (2.0%) per each period of thirty (30) consecutive days, pro rated for any period of less than thirty (30) days until paid in full. Until the Makers pay Company pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepaymentPayee, such holder the Payee shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Company to promptly return to such holder(s) all of the Notes Payee this Note that were was submitted for prepayment by such holder(s) Payee under this Section 3.7 6(c) and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Company via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Company’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holderPayee, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, Payee shall be null and void ab initio with respect to those Notes this Note submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iiiii) [Intentionally omitted]the Company shall immediately return this Note submitted to the Company by the Payee for prepayment under this Section 6(c) and for which the Prepayment Price has not been paid. A Payee’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other HoldersHolder, the Makers Maker shall immediately notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which that has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker the Holder’s certificates representing a portion of this the Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to Section 3.6.6, to the Holder, Holder within five (5) business days Business Days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h)3.6.5, the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to or contemporaneous with the consummation of the Major Transaction; provided provided, that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidMaker. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price)this Note, in addition to any remedy such holder of the Notes Holder may have under this Note Note, the Purchase Agreement and the Purchase AgreementTransaction Documents, the applicable Prepayment Price payable in respect of such Notes not prepaid this Note shall bear interest at the Default lesser of (i) the Maximum Rate and (ii) two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepaymentHolder, such holder the Holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return this Note to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) Holder under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holderthe Holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment this Note and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes the Note submitted to the Makers Maker by each holder the Holder for prepayment under this Section 3.7(j) 3.6.7 and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Note(s) shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided, that, no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. The Holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other HoldersHolder, as the case may be, by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder interest hereunder prepaid) which the Holder or Other Holders, as the case may be, be have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other NotesNote, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Void Optional Prepayment Notice(s) is delivered to the Makers and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Makers and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Makers; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Makers’ obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder’s certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted].the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction. Series D Senior Convertible Promissory Note

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately PROVIDED that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If date that is one (1) business day following the Makers shall fail to prepay all Maker's receipt of the Notes submitted for prepayment Holder's Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Void Optional Prepayment Notice(s) is delivered to the Makers and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Makers and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Makers; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Makers’ obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder’s certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.6(i), to such holder within five (5) business days Business Days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.6(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes and Other Notes held by such holder relative to the number of Notes and Other Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.6(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have each applicable Note prepaid pursuant to Section 3.7(a)(i) above, the Makers Company shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five ten (510) business days after of the Makers’ Company’s receipt of this Note or the certificates related theretoNotice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Company’s receipt of the Major Transaction; provided Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares (as defined in the certificates related thereto, shall have been so Purchase Agreement) issuable to the Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable to prepay all terms of the Notes Notes. If the Company shall fail to be prepaid, pay the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.7(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Mandatory Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this each applicable Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 0.67% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and each applicable Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back each such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest average closing price of the Common Stock for the Trading Days during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other HoldersHolder, the Makers Maker shall immediately notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers Maker the Holder’s certificates representing this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have has elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidMaker. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) or the maximum rate permitted by law, if less, until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 3.1 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, Transaction shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.1(j) and for which the applicable Prepayment Price has not been paid paid. A holder’s delivery of a Void Optional Prepayment Notice and (iii) [Intentionally omitted]exercise of its rights following such notice shall not affect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.1 shall have priority to payments to stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h)) , the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the ““ Void Optional Prepayment OptionOption ”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the ““ Void Optional Prepayment NoticeNotice ”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Void Optional Prepayment Notice(s) is delivered to the Makers and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Makers and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Makers; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Makers’ obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker' receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers Maker shall notify the Holder or such Other HoldersHolder, as the case may be, by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ Maker' receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers Maker this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder interest hereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ Maker' receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h3.7(f), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s 's original Note or the Other Holders’ ' original Other NotesNote, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers Maker pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker' receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest closing bid price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker' obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder’s certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.6(f), to such holder within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.6(e), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes and Other Notes held by such holder relative to the number of Notes and Other Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.6(g) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder’s certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(k) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder’s certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.6(f), to such holder within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.6(e), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holdera holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes and Other Notes held by such holder relative to the number of Notes and Other Notes outstanding) of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted].being

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker's receipt of the Holder's Notice in Response to Inability to Convert, provided that, prior to the Maker's receipt of the Holder's Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, within five that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder on the date that is three (53) business days after following the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered 's Notice in Response to the Makers; provided further that if the Makers are unable Inability to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Placement Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest VWAP during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its shares prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Mandatory Prepayment Price in cash to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.8(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Per Share Market Value during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.5(g), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.5(f), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase AgreementNote, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 3.5 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.5(h) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.5 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a ------------------------------ Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers Maker shall notify the Holder or such Other HoldersHolder, as the case may be, by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ Maker's receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers Maker this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder interest hereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price to the Holder or Other Holder, as applicable, within five (5) business days after the Makers’ Maker's receipt of this Note Note, the Other Notes or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s 's original Note or the Other Holders’ Holder's original Other NotesNote, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the principal amount outstanding under the Notes held by such holder relative to the principal amount outstanding under all of the Notes) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of ------------------------------- prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment ------------------------ Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) ------ and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its shares prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Mandatory Prepayment Price in cash to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.8(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note Note, the Purchase Agreement and the Purchase Security Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Per Share Market Value during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have each applicable Note prepaid pursuant to Section 3.7(a)(i) above, the Makers Company shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five ten (510) business days after of the Makers’ Company's receipt of this Note or the certificates related theretoNotice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Company's receipt of the Major Transaction; provided Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares (as defined in the certificates related thereto, shall have been so Purchase Agreement) issuable to the Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable to prepay all terms of the Notes Notes. If the Company shall fail to be prepaid, pay the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.7(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Mandatory Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this each applicable Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 0.67% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and each applicable Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back each such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest average closing price of the Common Stock for the Trading Days during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Company`s receipt of a Notice(s) Notice of Prepayment at Option of Holder Upon Triggering Event or Payee from the Payee, the Company shall immediately notify the Payee by facsimile of the Company`s receipt of a Notice(s) Notice of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same Payee and the Holder and each Other Holder Payee which has sent such a notice shall promptly thereafter submit to the Makers Company this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have Xxxxx has elected to have prepaid. The Makers Company shall deliver pay the applicable Triggering Event Prepayment Price to the Holder, Payee within five (5) business days after the Makers’ Company`s receipt of a Notice of Prepayment at Option of Payee; PROVIDED that this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidCompany. If the Makers Company shall fail to prepay all of the Notes submitted for prepayment Prepayment Price (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Payee may have under this Note and a certain Note and Warrant Purchase Agreement between the Purchase AgreementCompany and the Payee, dated as of the date hereof (the "PURCHASE AGREEMENT"), the applicable Prepayment Price payable in respect of such unprepaid Notes not prepaid shall bear interest at the Default Rate rate of two percent (2.0%) per each period of thirty (30) consecutive days, pro rated for any period of less than thirty (30) days until paid in full. Until the Makers pay Company pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepaymentPayee, such holder the Payee shall have the option (the “Void Optional Prepayment Option”"VOID OPTIONAL PREPAYMENT OPTION") to, in lieu of prepayment, require the Makers Company to promptly return to such holder(s) all of the Notes Payee this Note that were was submitted for prepayment by such holder(s) Payee under this Section 3.7 8(c) and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Company via facsimile (the “Void Optional Prepayment Notice”"VOID OPTIONAL PREPAYMENT NOTICE"). Upon the Makers’ Company`s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holderPayee, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, Payee shall be null and void ab initio with respect to those Notes this Note submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iiiii) [Intentionally omitted]the Company shall immediately return this Note submitted to the Company by the Payee for prepayment under this Section 8(c) and for which the Prepayment Price has not been paid. A Payee`s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Company`s obligations to make any payments which have accrued prior to the date of such notice.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) Notice of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon upon Major Transaction from the Holder or the Other HoldersHolder, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that provided, that, the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have has been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidMaker. If the Makers shall fail Maker fails to prepay all of the Notes submitted for prepayment Note (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase AgreementTransaction Documents, the applicable Prepayment Price payable in respect of such Notes not prepaid the Note shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such Maker pays the unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepaymentHolder, such holder the Holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return the Note to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paidHolder, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such the Void Optional Prepayment Notice(s) Notice and prior to payment of the full applicable Prepayment Price to such holder, the Holder: (i) the Notice(s) Notice of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) Notice of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes the Note submitted for prepayment and for which the applicable Prepayment Price has not been paid, ; (ii) the Makers Maker shall immediately return any such Notes Note submitted to the Makers Maker by each holder the Holder for prepayment under this Section 3.7(j) and for section which the applicable Prepayment Price has not been paid paid; and (iii) [Intentionally omitted]the Conversion Price of the returned Note shall be adjusted to the Conversion Price that was in effect on the date the Void Optional Prepayment Notice was delivered to the Maker; provided that no adjustment shall be made if the adjustment results in an increase of the Conversion Price then in effect. The Holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this section shall have priority over payments owed to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.7(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Xxxxxxxxx to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) Business Day following the Maker’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall promptly notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Sale Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to the Maker’s stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Note prepaid pursuant to Section 3.7(a)(i) above, the Makers shall notify pay the Mandatory Prepayment Price to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(swithin thirty (30) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit Holder’s Notice in Response to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not Inability to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not Convert, provided, that, prior to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note Notice in Response to Inability to Convert the Makers have not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder terms of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidNote. If the Makers shall fail to prepay all pay the applicable Mandatory Prepayment Price to the Holder on the date that is five (5) Business Days following the Makers’ receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in fullfull (or, if less, the highest rate permitted by law). Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a --------------------------- Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction or a Notice(s) of Prepayment at Option of Holder Upon Escrow Period Triggering Event from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2or Notice(s) business days of the Makers’ receipt Prepayment at Option of the same and the Holder upon Escrow Period Triggering Event and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.7(k), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major TransactionTransaction and, in the case of a prepayment pursuant to Section 3.7(j), to such holder within one (1) business day after the Maker's receipt of a Notice of Prepayment at Option of Holder Upon Escrow Period Triggering Event; provided that a -------- holder's certificates representing the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, Notes shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes -------- to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, ------------------------------- require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment ------------------------ Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) ------ and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event Event, the Notice(s) of Prepayment at Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Major TransactionEscrow Period Triggering Event, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(h) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Per Share Market Value during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction, the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Escrow Period Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately PROVIDED that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Xxxxxxxxx to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.8(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid and Ask Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have this Notes prepaid pursuant to Section 3.6(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker's or Cyber’s receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) business day following the Maker's or Cyber’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder's Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase AgreementNote, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) business day following the Maker’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers Maker shall notify the Holder or such Other HoldersHolder, as the case may be, by facsimile of the Makers’ Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ Maker’s receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers Maker this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder interest hereunder prepaid) which the Holder or Other Holders, as the case may be, be have elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ Holders original Other NotesNote, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount (based on the principal amount outstanding under the Notes held by such holder relative to the principal amount outstanding under all of the Notes) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers Maker shall immediately notify the Holder or such and the Other Holders, as the case may be, Holders by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers Maker the Holder’s certificates representing this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have Holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price to the Holder, Holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s 's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Xxxxxxxxx to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) business day following the Maker’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted].require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment. Series D Senior Convertible Promissory Note

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to ------------------------------ have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker's receipt of the Holder's Notice in Response to Inability to Convert, provided that prior to the Maker's receipt of the Holder's Notice in Response to -------- Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, within five that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder on the date that is three (53) business days after following the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered 's Notice in Response to the Makers; provided further that if the Makers are unable Inability to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.6(a)(A) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker’s receipt of the Holder’s Election Upon Inability to Convert, provided that prior to the Maker’s receipt of the Holder’s Election Upon Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder within five (5) business days after following the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered Election Upon Inability to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Mandatory Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Prices of such returned Note be adjusted to the lesser of (A) the Conversion Prices as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker's receipt of the Holder's Notice in Response to Inability to Convert, provided that prior to the Maker's receipt of the Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, within five that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder on the date that is three (53) business days after following the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered 's Notice in Response to the Makers; provided further that if the Makers are unable Inability to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon upon Major Transaction from the Holder or the Other HoldersHolder, and provided that all obligations of the Makers shall notify under the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to Platinum Agreements have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h)been satisfied, the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Note (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase AgreementTransaction Documents, the applicable Prepayment Price payable in respect of such Notes not prepaid the Note shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepaymentHolder, such holder the Holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return the Note to such holder(s) all of the Notes Holder that were was submitted for prepayment by such holder(s) under this Section 3.7 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holderthe Holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes the Note submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes Note submitted to the Makers by each holder the Holder for prepayment under this Section 3.7(j3.6(e) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Note shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Makers and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Makers and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Makers; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Makers’ obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.7(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Ixxxxxxxx to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) business day following the Maker’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. Other than with respect to the Triggering Event described in clause (iv) of Section 3.7(f), the Maker shall have the sole option to pay the Prepayment Price in cash or shares of Common Stock in accordance with Sections 3.7(b) and (c) of this Note. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.7(k), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided PROVIDED that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided PROVIDED further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note Note, the Security Agreement and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”"VOID OPTIONAL PREPAYMENT OPTION") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”"VOID OPTIONAL PREPAYMENT NOTICE"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(h) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid and Ask Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If date that is one (1) business day following the Makers shall fail to prepay all Maker's receipt of the Notes submitted for prepayment Holder's Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Sale Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker' receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers Maker shall notify the Holder or such Other HoldersHolder, as the case may be, by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ Maker' receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers Maker this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder interest hereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ Maker' receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h3.7(f), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s 's original Note or the Other Holders’ ' original Other NotesNote, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-'s pro rata amount of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Placement Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers Maker pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker' receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest closing bid price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker' obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers shall notify pay the Mandatory Prepayment Price to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(swithin thirty (30) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit Holder's Notice in Response to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not Inability to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not Convert, provided that prior to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note the Holder's Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or the certificates related thereto, as the case may be, and, condition resulting in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Mandatory Prepayment Price immediately prior has been cured and all Conversion Shares issuable to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder terms of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaidNote. If the Makers shall fail to prepay all pay the applicable Mandatory Prepayment Price to the Holder on the date that is three (3) business days following the Makers’ receipt of the Notes submitted for prepayment Holder's Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify ach holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(g), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Buyer Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.7(f), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder's certificates representing the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, Notes shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Buyer Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Buyer Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(h) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted].the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Per Share Market Value during the period beginning on the date on which the Notice(s) of Prepayment of Option of Buyer Upon Major Transaction or the Notice(s) of Prepayment at Option of Buyer Upon Triggering event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction. Section 3.8

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction or a Notice(s) of Prepayment at Option of Holder Upon Escrow Period Triggering Event from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2or Notice(s) business days of the Makers’ receipt Prepayment at Option of the same and the Holder upon Escrow Period Triggering Event and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h3.7(k), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major TransactionTransaction and, in the case of a prepayment pursuant to Section 3.7(j), to such holder within one (1) business day after the Maker's receipt of a Notice of Prepayment at Option of Holder Upon Escrow Period Triggering Event; provided that a holder's certificates representing the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, Notes shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note Note, the Purchase Agreement and the Purchase Security Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event Event, the Notice(s) of Prepayment at Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Major TransactionEscrow Period Triggering Event, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j3.7(h) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Per Share Market Value during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction, the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Escrow Period Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have this Note prepaid pursuant to Section 3.7.1.1 above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five ten (510) business days after of the Makers’ Maker’s receipt of this Note or the certificates related theretoHolder’s Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker’s receipt of the Major Transaction; provided that the Holder’s original Note Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holderdate that is one (1) Business Day following the Maker’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all receipt of the Notes submitted for prepayment Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note Note, the Purchase Agreement and the Purchase AgreementTransaction Documents, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default lesser of (i) the Maximum Rate and (ii) two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall promptly notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Sale Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to the Maker's stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If date that is one (1) business day following the Makers shall fail to prepay all Maker's receipt of the Notes submitted for prepayment Holder's Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Sale Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment. In the event the Holder is an Insider Purchaser, then the Holder agrees that the Mandatory Prepayment pursuant to Section 3.8(a)(i) above shall be expressly subordinate to the payment in full of any Other Notes then subject to Mandatory Prepayment which are held by Other Holders which are not Insider Purchasers.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have --------------------------- its shares prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Mandatory Prepayment Price in cash to the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to -------- Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of on a timely basis as described in this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Section 3.8(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of 2.0% per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted]require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Per Share Market Value during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”"VOID OPTIONAL PREPAYMENT OPTION") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “Void Optional Prepayment Notice”"VOID OPTIONAL PREPAYMENT NOTICE"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holdersshall elect to have its Notes prepaid pursuant to Section 3.8(a)(i) above, the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, Holder within five thirty (530) business days after of the Makers’ Maker's receipt of this Note or the certificates related theretoHolder's Notice in Response to Inability to Convert, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately provided that prior to the consummation Maker's receipt of the Major Transaction; provided Holder's Notice in Response to Xxxxxxxxx to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the Holder’s original Note event or condition resulting in the Other Holders’ original Other Notes, or Mandatory Prepayment has been cured and all Conversion Shares issuable to the certificates related thereto, shall have been so Holder can and will be delivered to the Makers; provided further that if Holder in accordance with the Makers are unable terms of this Note. If the Maker shall fail to prepay all of pay the Notes to be prepaid, the Makers shall prepay an amount applicable Mandatory Prepayment Price to the Holder and each Other Holder of this Note and on the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If date that is one (1) business day following the Makers shall fail to prepay all Maker's receipt of the Notes submitted for prepayment Holder's Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Mandatory Prepayment Price has not been paid, (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note, and (iii) [Intentionally omitted].require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment. SERIES A SENIOR CONVERTIBLE PROMISSORY NOTE PAGE 20 OF 23

Payment of Prepayment Price. Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from If the Holder or the Other Holderselects to have its Note prepaid pursuant to Section 3.7(a)(i), the Makers Maker shall notify pay the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(sMandatory Prepayment Price within thirty (30) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and Holder’s Notice in Response to Inability to Convert; provided, that, prior to the Maker’s receipt of the Holder’s Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit stating, to the Makers this Note (satisfaction of the Holder, that the event or certificates representing a portion condition resulting in the Mandatory Prepayment has been cured and that all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note if Note. If the Holder elects not Maker fails to have all of pay the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Mandatory Prepayment Price to the Holder, within Holder on a date that is five (5) business days after Business Days following the Makers’ Maker’s receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered Notice in Response to the Makers; provided further that if the Makers are unable Inability to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes Holder may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid unpaid amount shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in fullfull (or, if less, the highest rate permitted by law). Until the Makers pay such unpaid applicable full Mandatory Prepayment Price is paid in full to a holder the Holder, the Holder may: (i) void the Mandatory Prepayment with respect to that portion of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and Note for which the applicable full Mandatory Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, ; (ii) the Makers shall immediately return any receive back such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid Note; and (iii) [Intentionally omitted]require that the Conversion Price of the returned Note be adjusted to the Conversion Price, as in effect on the date the Holder voided the Mandatory Prepayment.

Payment of Prepayment Price. Upon the Makers’ Maker's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Holder or the Other HoldersNotes, the Makers Maker shall immediately notify each holder of the Holder or such Other Holders, as the case may be, Notes by facsimile of the Makers’ Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or Maker such holder's certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have such holder has elected to have prepaid. The Makers Maker shall deliver the applicable Triggering Event Prepayment Price Price, in the case of a prepayment pursuant to the HolderSection 3.7(i), to such holder within five (5) business days after the Makers’ Maker's receipt of this Note or the certificates related thereto, as the case may be, a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Makers Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s a holder's original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the MakersMaker; provided further that if the Makers are Maker is unable to prepay all of the Notes to be prepaid, the Makers Maker shall prepay an amount to from each holder of the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s 's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Makers Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the SERIES A SENIOR CONVERTIBLE PROMISSORY NOTE PAGE 17 OF 23 arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Makers pay Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “"Void Optional Prepayment Option”") to, in lieu of prepayment, require the Makers Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers Maker via facsimile (the “"Void Optional Prepayment Notice”"). Upon the Makers’ Maker's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers Maker shall immediately return any such Notes submitted to the Makers Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted]the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Maker and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Maker's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to other stockholders in connection with a Major Transaction.