Common use of Payment of Redemption Price Clause in Contracts

Payment of Redemption Price. Upon the Company's receipt of a Notice(s) of Redemption at Option of Holder from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penalty.

Payment of Redemption Price. Upon The Parties agree that, on the Company's receipt applicable date of a Notice(s) of the redemption (the “Redemption at Option of Holder from any HolderDate”), the Company redemption payment shall within one be made to the Investors as follows: (1a) Business Day of such receipt notify each other Holder by facsimile The assets or funds of the Company's receipt of such notice(s). The Company shall deliver Group Companies and/or the Founder, as applicable, (the “Repurchaser”) which are legally available on the fifth (5th) Business Day after applicable Redemption Date shall be first used to pay the Company's receipt of the first Notice of Series F Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to Price due on the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to Date on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Series F Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepaymentsunder Section 3.2(vi). If the Company is unable to redeem all assets or funds of the Repurchaser which are legally available on the applicable Redemption Date are insufficient to pay the full amount of the Series F Redemption Price, those assets or funds shall be used to pay the Series F Redemption Price on the Series F Preferred Shares, pari passu with each other, in proportion to the full amount to which Series F Investor would otherwise be respectively entitled under Section 3.2(vi). Series F Investors shall have the right to request the un-redeemed Series F Preferred Shares submitted to be redeemed as soon as possible when the Repurchaser has sufficient funds to pay the full amount of the Series F Redemption Price for redemptioneach un-redeemed Series F Preferred Shares. The un-redeemed Series F Preferred Shares with respect to which the Repurchaser has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Series F Preferred Shares had prior to such date, until the redemption payment has been paid in full with respect to such Series F Preferred Shares. (b) After the full payment of the Series F Redemption Price, the Company shall redeem a pro rata amount from each Holder based remaining assets or funds of the Repurchaser which are legally available on the number applicable Redemption Date shall be used to pay the Series E Redemption Price due on such Redemption Date. If the assets or funds of the Repurchaser are insufficient to pay the full amount of the Series E Redemption Price, those assets or funds shall be used to pay the Series E Redemption Price on the Series E Preferred Shares, pari passu with each other, in proportion to the full amount to which Series E Investor would otherwise be respectively entitled under Section 3.2(v). Series E Investors shall have the right to request the un-redeemed Series E Preferred Shares to be redeemed as soon as possible when the Repurchaser has the funds in the future. The un- redeemed Series E Preferred Shares with respect to which the Repurchaser has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Series E Preferred Shares had prior to such date, until the redemption payment has been paid in full with respect to such Series E Preferred Shares. (c) After the full payment of the Series F Redemption Price and the Series E Redemption Price, the remaining assets or funds of the Repurchaser which are legally available on the applicable Redemption Date shall be used to pay the Series D Redemption Price due on such Redemption Date. If the assets or funds of the Repurchaser are insufficient to pay the full amount of the Series D Redemption Price, those assets or funds shall be used to pay the Series D Redemption Price on the Series D Preferred Shares, pari passu with each other, in proportion to the full amounts to which the Series D Investor would otherwise be respectively entitled under Section 3.2(iv). Series D Investors shall have the right to request the un-redeemed Series D Preferred Shares to be redeemed as soon as possible when the Repurchaser has the funds in the future. The un-redeemed Series D Preferred Shares with respect to which the Repurchaser has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Series D Preferred Shares had prior to such date, until the redemption payment has been paid in full with respect to such Series D Preferred Shares. (d) After the full payment of the Series F Redemption Price, the Series E Redemption Price and the Series D Redemption Price, the remaining assets or funds of the Repurchaser which are legally available on the applicable Redemption Date shall be used to pay the Redemption Price for the other Redemption Right Holders due on such Redemption Date. If the assets or funds of the Repurchaser are insufficient to pay the full amount of the Redemption Price for the other Redemption Right Holders, those assets or funds shall be used to pay the Redemption Price for the other series of Preferred Shares submitted for redemption by such Holder relative Shares, pari passu with each other, in proportion to the total number full amounts to which the other Redemption Right Holders would otherwise be respectively entitled under the relevant provision of Section 3.2. The other Redemption Right Holders shall have the right to request the un-redeemed Preferred Shares submitted for redemption by all Holdersto be redeemed as soon as possible when the Repurchaser has the funds in the future. The Holders and Company agree that in the event of the Company's redemption of any un-redeemed Preferred Shares under this Section 3with respect to which the Repurchaser has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, the Holders' damages would be uncertain designations, preferences and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordinglyrelative participating, any redemption premium due under this Section 3 is intended by the parties to beoptional, and shall be deemedother special rights (including, a reasonable estimate of without limitation, rights to accrue dividends) which such Preferred Shares had prior to such date, until the Holders' actual loss of its investment opportunity and not as a penaltyredemption payment has been paid in full with respect to such Preferred Shares.

Payment of Redemption Price. Upon the Company's receipt For each share of a Notice(s) of Redemption at Option of Holder from any HolderSeries A Preferred Stock which is to be redeemed pursuant to Sections 5A or 5B, the Company Corporation shall within one (1) Business Day of such receipt notify each other Holder by facsimile be obligated on the redemption date to pay to the holder, upon the holder's surrender at the Corporation's principal office of the Company's receipt of such notice(s). The Company shall deliver on certificate representing the fifth (5th) Business Day after share to be redeemed, the Company's receipt full redemption price of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of share in immediately available funds. In the case of a redemption pursuant to Section 5A, an amount in cash equal to if the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's receipt funds of the first Notice Corporation legally available for the redemption of Redemption at Option Series A Preferred Stock on the redemption date are insufficient to redeem the total number of Holdershares of Series A Preferred Stock that the Corporation is required to redeem, those funds which are legally available shall be used to redeem the extent not paid by means maximum possible number of shares of Series A Preferred Stock pro rata among the holders of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction shares to be prepayments redeemed on the basis of the number of shares held by each holder. As and when following the redemption date additional funds of the Corporation become legally available for the redemption of Series A Preferred Shares by Stock, the CompanyCorporation shall immediately use such funds to redeem the balance of the shares of Series A Preferred Stock which the Corporation became obligated to redeem on the redemption date but which it has not redeemed. In the case of a redemption pursuant to Section 5B, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable Corporation may not redeem any shares of Series A Preferred Stock unless the funds of the Corporation legally available for the redemption of Series A Preferred Stock are sufficient to redeem all of the outstanding shares of Series A Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyStock.

Payment of Redemption Price. Upon the Company's receipt of a Notice(sIf such holder shall elect to have its shares redeemed pursuant to Section 9(a)(i) of Redemption at Option of Holder from any Holderabove, the Company shall pay the Applicable Redemption Price to such holder within one three (13) Business Day of such receipt notify each other Holder by facsimile days of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's ’s receipt of the first holder’s Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsin Response to Inability to Convert, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders provided that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's ’s receipt of the first holder’s Notice of Redemption at Option of Holderin Response to Inability to Convert the Company has not delivered a notice to such holder stating, to the extent not paid by means satisfaction of the Holder drawing on its Letter of Credit (as defined holder, that the event or condition resulting in the Securities Purchase AgreementConversion Failure Redemption has been cured and all Conversion Shares issuable to such holder can and will be delivered to the holder in accordance with the terms of Section 5(b). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable shall fail to redeem all pay the applicable Applicable Redemption Price to such holder on a timely basis as described in this Section 9(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Applicable Redemption Price), in addition to any remedy such holder of Series C Preferred Shares submitted Stock may have under this Certificate of Designation and such holder’s applicable Purchase Agreement, such unpaid amount shall bear interest at the rate of 2.0% per month (prorated for redemptionpartial months) until paid in full. Until the full Applicable Redemption Price is paid in full to such holder, such holder may (i) void the Company shall redeem a pro rata amount from each Holder based Conversion Failure Redemption with respect to those Series C Preferred Stock for which the full Applicable Redemption Price has not been paid, (ii) receive back such Series C Preferred Stock, and (iii) require that the Conversion Price of such returned Series C Preferred Stock be adjusted to the lesser of (A) the Conversion Price and (B) the lowest Closing Bid Price during the period beginning on the number of Preferred Shares submitted for redemption by Conversion Date and ending on the date the holder voided the Conversion Failure Redemption; provided that no adjustment shall be made if such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that adjustment would result in the event an increase of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyConversion Price then in effect.

Payment of Redemption Price. Upon the Company's receipt of a Notice(s) of Redemption at Option of Holder from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder the applicable Redemption Price (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall (i) redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all HoldersHolders and (ii) in addition to any remedy such Holder may have under this Certificate of Designations, pay to each Holder interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) in respect of each unredeemed Preferred Share until paid in full. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penalty.

Payment of Redemption Price. Upon the Company's ’s receipt of a Notice(s) of Redemption at Option of Holder Buyer from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's ’s receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's ’s receipt of the first Notice of Redemption at Option of Holder the applicable Redemption Price (the "Holder Optional Redemption “Triggering Event Redemption Date"”) by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's ’s receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall (i) redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all HoldersHolders and (ii) in addition to any remedy such Holder may have under this Certificate of Designations and the Securities Purchase Agreement, pay to each Holder interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) in respect of each unredeemed Preferred Share until paid in full. The Holders and Company agree that in the event of the Company's ’s redemption of any Preferred Shares under this Section 3, the Holders' ’ damages would be uncertain and difficult to estimate because of the parties' ’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' ’ actual loss of its investment opportunity and not as a penalty.

Payment of Redemption Price. Upon On or promptly after the Company's receipt of a Notice(s) of Redemption at Option of Holder from any HolderDate, and provided that the Redemption Call Right has not been exercised by CallCo, the Company shall within one (1) Business Day deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share, upon presentation and surrender of the Exchangeable Share Document representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and these Articles, as applicable, together with such additional documents, instruments and payments as the Transfer Agent or the Company may reasonably require, at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. Payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such receipt notify each other Holder by facsimile Exchangeable Shares and shall not be entitled to exercise any of the Company's receipt rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive, without interest, their proportionate part of the aggregate Redemption Price, unless payment of the aggregate Redemption Price for such notice(s)Exchangeable Shares shall not be made upon presentation and surrender of Exchangeable Share Documents in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner so provided. The Company shall deliver on have the fifth (5th) Business Day right at any time after the Company's receipt sending of notice of its intention to redeem the Exchangeable Shares as provided to deposit or cause to be deposited the aggregate Redemption Price (in the form of Exchangeable Share Consideration) of the first Notice Exchangeable Shares so called for redemption, or of Redemption such of the said Exchangeable Shares represented by Exchangeable Share Documents that have not at Option the date of Holder (such deposit been surrendered by the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsholders thereof in connection with such redemption, an amount in cash equal a custodial account with any chartered bank or trust company in Canada named in such notice and any interest earned on such deposit shall belong to the applicable Holder Optional Redemption Triggering Event Company. Provided that such aggregate Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder has been so deposited prior to the fifth (5th) Business Day Redemption Date, on and after the Company's receipt Redemption Date, the Exchangeable Shares in respect of which such deposit shall have been made shall be redeemed and the rights of the first Notice of holders thereof after the Redemption at Option of HolderDate shall be limited to receiving, to the extent not paid by means without interest, their proportionate part of the Holder drawing on its Letter aggregate Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of Credit (as defined the Exchangeable Share Documents for the Exchangeable Shares held by them, respectively, in accordance with the Securities Purchase Agreement)foregoing provisions. To Upon such payment or deposit of the extent redemptions required by this Section 3 are Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed or determined by a court of competent jurisdiction for all purposes to be prepayments holders of the Preferred Shares by Delaware Common Stock delivered to them or the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based custodian on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltytheir behalf.

Payment of Redemption Price. Upon the Company's receipt of a Notice(s) of Redemption at Option of Holder from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder (the "“Holder Optional Redemption Triggering Event Redemption Date"”) by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penalty.

Payment of Redemption Price. Upon On or after the Company's receipt Redemption Date, and provided that the Redemption Call Right has not been exercised by Callco, Subco shall deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share, upon the presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a Notice(stransfer of Exchangeable Shares under the OBCA and the articles and by-laws of Subco and such additional documents, instruments and payments as the Transfer Agent and Subco may reasonably require, at the registered office of Subco or at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. The payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of Subco for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by Subco by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the total Redemption Price, unless payment of the total Redemption Price for such Exchangeable Shares shall not be made upon the presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner hereinbefore provided. Subco shall have the right at any time after the sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price (in the form of Exchangeable Share Consideration) of Redemption at Option of Holder from any Holderthe Exchangeable Shares so called for redemption, the Company shall within one (1) Business Day or of such receipt notify each other Holder by facsimile of the Company's receipt said Exchangeable Shares represented by certificates that have not at the date of such notice(s)deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company named in such notice and any interest earned on such deposit shall belong to Subco. The Company shall deliver on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Provided that such total Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder has been so deposited prior to the fifth (5th) Business Day Redemption Date, on and after the Company's receipt Redemption Date, the Exchangeable Shares shall be redeemed and the rights of the first Notice of holders thereof after the Redemption at Option of Holder, Date shall be limited to the extent not paid by means receiving their proportionate part of the Holder drawing on its Letter of Credit (as defined in total Redemption Price for such Exchangeable Shares so deposited, against the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments presentation and surrender of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity certificates for the Holders. AccordinglyExchangeable Shares held by them, any redemption premium due under this Section 3 is intended by respectively, in accordance with the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyforegoing provisions.

Payment of Redemption Price. Upon On or promptly after the Company's receipt of a Notice(s) of Redemption at Option of Holder from any HolderDate, and provided that the Redemption Call Right has not been exercised by Vail or Callco, the Company shall within one (1) Business Day deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such receipt notify each Exchangeable Share, upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other Holder by facsimile documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and the articles of the Company's receipt , as applicable, together with such additional documents, instruments and payments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. Payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such notice(s)Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive, without interest, their proportionate part of the aggregate Redemption Price, unless payment of the aggregate Redemption Price for such Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner hereinbefore provided. The Company shall deliver on have the fifth (5th) Business Day right at any time after the Company's receipt sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the aggregate Redemption Price (in the form of Exchangeable Share Consideration) of the first Notice Exchangeable Shares so called for redemption, or of Redemption such of the said Exchangeable Shares represented by certificates that have not at Option the date of Holder (such deposit been surrendered by the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsholders thereof in connection with such redemption, an amount in cash equal a custodial account with any chartered bank or trust company in Canada named in such notice and any interest earned on such deposit shall belong to the applicable Holder Optional Redemption Triggering Event Company. Provided that such aggregate Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder has been so deposited prior to the fifth (5th) Business Day Redemption Date, on and after the Company's receipt Redemption Date, the Exchangeable Shares in respect of which such deposit shall have been made shall be redeemed and the rights of the first Notice of holders thereof after the Redemption at Option of HolderDate shall be limited to receiving, to the extent not paid by means without interest, their proportionate part of the Holder drawing on its Letter aggregate Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of Credit (as defined the certificates for the Exchangeable Shares held by them, respectively, in accordance with the Securities Purchase Agreement)foregoing provisions. To Upon such payment or deposit of the extent redemptions required by this Section 3 are Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed or determined by a court of competent jurisdiction for all purposes to be prepayments holders of the Preferred Vail Shares by delivered to them or the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based custodian on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltytheir behalf.

Payment of Redemption Price. Upon The Parties agree that, on the Company's receipt applicable date of a Notice(s) of the redemption (the “Redemption at Option of Holder from any HolderDate”), the Company redemption payment shall within one be made to the Investors as follows: (1a) Business Day of such receipt notify each other Holder by facsimile The assets or funds of the Company's receipt of such notice(s). The Company shall deliver Group Companies and/or the Founder, as applicable, (the “Repurchaser”) which are legally available on the fifth (5th) Business Day after applicable Redemption Date shall be first used to pay the Company's receipt of the first Notice of Series F Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to Price due on the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to Date on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Series F Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepaymentsunder Section 3.2(vi). If the Company is unable to redeem all assets or funds of the Repurchaser which are legally available on the applicable Redemption Date are insufficient to pay the full amount of the Series F Redemption Price, those assets or funds shall be used to pay the Series F Redemption Price on the Series F Preferred Shares, pari passu with each other, in proportion to the full amount to which Series F Investor would otherwise be respectively entitled under Section 3.2(vi). Series F Investors shall have the right to request the un-redeemed Series F Preferred Shares submitted to be redeemed as soon as possible when the Repurchaser has sufficient funds to pay the full amount of the Series F Redemption Price for redemptioneach un-redeemed Series F Preferred Shares. The un- redeemed Series F Preferred Shares with respect to which the Repurchaser has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Series F Preferred Shares had prior to such date, until the redemption payment has been paid in full with respect to such Series F Preferred Shares. (b) After the full payment of the Series F Redemption Price, the Company shall redeem a pro rata amount from each Holder based remaining assets or funds of the Repurchaser which are legally available on the number applicable Redemption Date shall be used to pay the Series E Redemption Price due on such Redemption Date. If the assets or funds of the Repurchaser are insufficient to pay the full amount of the Series E Redemption Price, those assets or funds shall be used to pay the Series E Redemption Price on the Series E Preferred Shares, pari passu with each other, in proportion to the full amount to which Series E Investor would otherwise be respectively entitled under Section 3.2(v). Series E Investors shall have the right to request the un-redeemed Series E Preferred Shares to be redeemed as soon as possible when the Repurchaser has the funds in the future. The un- redeemed Series E Preferred Shares with respect to which the Repurchaser has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Series E Preferred Shares had prior to such date, until the redemption payment has been paid in full with respect to such Series E Preferred Shares. (c) After the full payment of the Series F Redemption Price and the Series E Redemption Price, the remaining assets or funds of the Repurchaser which are legally available on the applicable Redemption Date shall be used to pay the Series D Redemption Price due on such Redemption Date. If the assets or funds of the Repurchaser are insufficient to pay the full amount of the Series D Redemption Price, those assets or funds shall be used to pay the Series D Redemption Price on the Series D Preferred Shares, pari passu with each other, in proportion to the full amounts to which the Series D Investor would otherwise be respectively entitled under Section 3.2(iv). Series D Investors shall have the right to request the un-redeemed Series D Preferred Shares to be redeemed as soon as possible when the Repurchaser has the funds in the future. The un-redeemed Series D Preferred Shares with respect to which the Repurchaser has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Series D Preferred Shares had prior to such date, until the redemption payment has been paid in full with respect to such Series D Preferred Shares. (d) After the full payment of the Series F Redemption Price, the Series E Redemption Price and the Series D Redemption Price, the remaining assets or funds of the Repurchaser which are legally available on the applicable Redemption Date shall be used to pay the Redemption Price for the other Redemption Right Holders due on such Redemption Date. If the assets or funds of the Repurchaser are insufficient to pay the full amount of the Redemption Price for the other Redemption Right Holders, those assets or funds shall be used to pay the Redemption Price for the other series of Preferred Shares submitted for redemption by such Holder relative Shares, pari passu with each other, in proportion to the total number full amounts to which the other Redemption Right Holders would otherwise be respectively entitled under the relevant provision of Section 3.2. The other Redemption Right Holders shall have the right to request the un-redeemed Preferred Shares submitted for redemption by all Holdersto be redeemed as soon as possible when the Repurchaser has the funds in the future. The Holders and Company agree that in the event of the Company's redemption of any un-redeemed Preferred Shares under this Section 3with respect to which the Repurchaser has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, the Holders' damages would be uncertain designations, preferences and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordinglyrelative participating, any redemption premium due under this Section 3 is intended by the parties to beoptional, and shall be deemedother special rights (including, a reasonable estimate of without limitation, rights to accrue dividends) which such Preferred Shares had prior to such date, until the Holders' actual loss of its investment opportunity and not as a penaltyredemption payment has been paid in full with respect to such Preferred Shares.

Payment of Redemption Price. The Company shall pay the applicable Redemption Price to the Holder of the Debentures being redeemed in cash on the Redemption Date. If the Company shall fail to pay the applicable Redemption Price to such Holder on the Redemption Date, in addition to any remedy such Holder may have under this Debenture and the Purchase Agreement, such unpaid amount shall bear interest at the rate of 2.0% per month until the earlier of the date on which the Redemption Price is paid in full or the receipt of a Void Redemption Notice. Until the Company pays such unpaid applicable Redemption Price in full to each Holder, each Holder of Debentures submitted for redemption pursuant to this Article V and for which the applicable Redemption Price has not been paid, shall have the option, in lieu of redemption, (A) to require the Company to promptly return to such Holder all of the Debentures that were submitted for redemption by such Holder under this Article V and for which the applicable Redemption Price has not been paid or (B) to convert those Debentures for which the applicable Redemption Price has not been paid at the Conversion Price in effect on the Redemption Date. Upon the Company's receipt of written notice thereof to the Company via facsimile (the "VOID REDEMPTION NOTICE") requesting the return of the Debentures and prior to payment of the full applicable Redemption Price to each Holder, (i) the redemption shall be null and void with respect to those Debentures submitted for redemption and for which the applicable Redemption Price has not been paid, (ii) the Company shall immediately return any Debentures submitted to the Company by each Holder for redemption under this Article V and for which the applicable Redemption Price has not been paid. If the Company fails to timely effect a Notice(s) of Redemption at Option of Holder from any Holderredemption in accordance with this Article V, the Company shall within one not be allowed to submit another Notice of Company Redemption without the prior written consent of Holders of at least two-thirds (12/3) Business Day of such receipt notify each other Holder by facsimile of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's receipt principal amount of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyDebentures then outstanding.

Payment of Redemption Price. Upon the Company's receipt of a --------------------------- Notice(s) of Redemption at Option of Holder from any Holder, the Company shall within one (1) Business Day of such receipt promptly notify each other Holder by facsimile of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder; provided that, if required by Section 3(d)(vi), a Holder's Certificates for the Series D Preferred Stock shall have been delivered to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement)Transfer Agent. To the extent redemptions required by this Section 3 4 are deemed or determined by a court of competent jurisdiction to be prepayments of the shares of Series D Preferred Shares Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the shares of Series D Preferred Shares Stock submitted for redemption, the Company shall (i) redeem a pro rata amount from each Holder based on the number of shares of Series D Preferred Shares Stock submitted for redemption by such Holder relative to the total number of shares of Series D Preferred Shares Stock submitted for redemption by all HoldersHolders and (ii) in addition to any remedy such Holder may have under this Certificate of Designation and the Securities Purchase Agreement, pay to each Holder interest at the rate of 3.0% per month (prorated for partial months) in respect of each unredeemed shares of Series D Preferred Stock tendered for redemption until paid in full. The Holders and Company agree that in the event of the Company's inability to redeem any shares of Series D Preferred Stock tendered for redemption of any Preferred Shares under this Section 34, the Holders' damages resulting therefrom would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 4 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penalty.

Payment of Redemption Price. Upon the Company's receipt by any Holder of a Notice(s) Notice of Redemption Redemption, such Holder shall promptly submit to the Corporation such Holder’s Series A Preferred Stock certificates in the manner and at Option the place designated in the Notice of Holder from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's Redemption. Upon receipt of such notice(s). The Company Holder’s Series A Preferred Stock certificates, the Corporation shall deliver on pay the fifth (5th) Business Day after Corporation Redemption Price by offset against and in cancellation of all amounts due and owing under all outstanding promissory notes payable from Holder to the Company's receipt Corporation that were issued by Holder in connection with the exercise of the first Notice of Redemption at Option of warrants or additional investment rights by such Holder (the "Holder Optional Redemption Triggering Event Redemption Date"“Promissory Notes”) by wire transfer (it being understood that following such offset and cancellation, no further amounts are or shall be due or payable with respect to such shares of immediately available fundsSeries A Preferred Stock or such Promissory Notes and all of such shares of Series A Preferred Stock and Promissory Notes shall no longer be outstanding). Notwithstanding the foregoing, an amount if, in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver event of a Notice of Redemption at Option of Holder prior to mandatory redemption under Section 6(b) above, the fifth (5th) Business Day after the Company's receipt funds of the first Notice Corporation legally available for redemption of Redemption at Option shares of Holder, to the extent not paid by means of the Holder drawing Series A Preferred Stock on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 any redemption date are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable insufficient to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of shares of Series A Preferred Shares submitted for redemption Stock to be redeemed on such date, those funds that are legally available will be used to redeem shares from the Holders ratably in proportion to the aggregate Corporation Redemption Prices that would be payable to each Holder if all shares required to be redeemed were being redeemed. If any Holder holds more than one series of Preferred Stock, the same proportion of each series of shares held by all Holderssuch holder will be redeemed. The Holders shares of Series A Preferred Stock not redeemed shall remain outstanding and Company agree that in be entitled to all the rights and preferences provided herein. If any time thereafter additional funds become legally available for the redemption, such funds will immediately be used to redeem the balance of the shares which the Corporation has become obliged to redeem on any redemption date but which it has not redeemed. In the event that the limitations contained in this paragraph apply with respect to any mandatory redemption under Section 6(b) above and the Company redeems the shares of Series A Preferred Stock in accordance with Section 6(d) above, then the percentage of the Company's redemption of any Series A Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because Stock then being redeemed as a result of the parties' inability to predict future interest rates and the uncertainty applicable of the availability limitations of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties paragraph (in relation to be, and all then outstanding shares Series A Preferred Stock) shall be deemed, a reasonable estimate redeemed in exchange for and in cancellation of the Holders' actual loss same percentage of its investment opportunity then outstanding Promissory Notes (in relation to all then outstanding Promissory Notes) and not from and after such redemption, no amounts shall be due and owning as a penaltyto such shares of Series A Preferred Stock or such Promissory Notes then redeemed and exchanged and such shares of Series A Preferred Stock and such Promissory Notes then redeemed and exchanged shall no longer be outstanding.

Payment of Redemption Price. Upon On or after the Company's receipt of a Notice(s) of Redemption at Option of Holder from any HolderDate, and provided that the Redemption Call Right has not been exercised by the Parent or Callco, the Company shall within one (1) Business Day deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share, upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and the constating documents of the Company and such additional documents, instruments and payments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. Payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such receipt notify each other Holder by facsimile Exchangeable Shares and shall not be entitled to exercise any of the Company's receipt rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the total Redemption Price, unless payment of the total Redemption Price for such notice(s)Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner hereinbefore provided. The Company shall deliver on have the fifth (5th) Business Day right at any time after the Company's receipt sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price (in the form of Exchangeable Share Consideration) of the first Notice Exchangeable Shares so called for redemption, or of Redemption such of the said Exchangeable Shares represented by certificates that have not at Option the date of Holder (such deposit been surrendered by the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsholders thereof in connection with such redemption, an amount in cash equal a custodial account with any chartered bank or trust company in Canada named in such notice and any interest earned on such deposit shall belong to the applicable Holder Optional Redemption Triggering Event Company. Provided that such total Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder has been so deposited prior to the fifth (5th) Business Day Redemption Date, on and after the Company's receipt Redemption Date, the Exchangeable Shares shall be redeemed and the rights of the first Notice of holders thereof after the Redemption at Option of Holder, Date shall be limited to the extent not paid by means receiving their proportionate part of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity certificates for the Holders. AccordinglyExchangeable Shares held by them, any redemption premium due under this Section 3 is intended by respectively, in accordance with the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyforegoing provisions.

Payment of Redemption Price. Upon The Redemption Price shall be paid, at the Company's receipt option of the Corporation, in cash, shares of Voting Common Stock, or any combination thereof; provided that if the Corporation is redeeming Series A Cumulative Convertible Preferred Shares at a holder’s request upon the occurrence of a Notice(s) of Mandatory Redemption at Option of Holder from any HolderEvent, the Company Redemption Price shall within one (1) Business Day be payable only in cash; provided further, that if upon the Redemption Date, the Corporation is prohibited from paying the Redemption Price in cash under the terms of any indebtedness of the Corporation or by applicable law. the Corporation shall, if permitted under the terms of such receipt notify each other Holder by facsimile indebtedness and under applicable laws. elect to pay the Redemption Price in shares of Voting Common Stock; and provided further that the Corporation shall not be permitted to pay all or any portion of the Company's receipt Redemption Price in shares of Voting Common Stock in the case of a Default Event and provided further that the Corporation shall not be permitted to pay all or any portion of the Redemption Price in shares of Voting Common Stock in the case of a Change of Control Transaction or a Designated Event unless: (i) the Corporation shall have given timely notice pursuant to Section 6(c) hereof of its intention to redeem all or a specified portion of the Series A Cumulative Convertible Preferred Shares with shares of Voting Common Stock as provided herein; (ii) the Corporation shall have registered such shares of Voting Common Stock under the Securities Act and the Exchange Act, in each case, if required or desirable to permit such holder to freely sell or transfer such shares without any restrictions as to time, amount or other factors which limit the ability of such notice(s). The Company holder to freely trade such shares in recognized liquid markets; (iii) such shares of Voting Common Stock have been approved for listing on a national securities exchange or have been approved for quotation in an inter-dealer quotation system of any registered United States national securities association; and (iv) any necessary qualification or registration under applicable state securities laws have been obtained, if required or desirable to permit such holder to freely sell or transfer such shares without any restrictions as to time, amount or other factors which limit the ability of such holder to freely trade such shares in recognized liquid markets; provided further that if the Corporation shall deliver on be prohibited under any agreements applicable to it from paying the fifth Redemption Price in cash, or an event of default (5thhowsoever described) Business Day after shall arise under any such agreement upon the Company's receipt payment of the first Notice of Redemption at Option of Holder (Price in cash, then, notwithstanding any notice by the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal Corporation to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to contrary, the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of HolderCorporation shall, to the extent not paid prohibited by means such agreements and applicable law, pay the Redemption Price in Voting Common Stock or, in the case of a merger in which the Corporation is not the surviving Person, common stock of the Holder drawing surviving Person or its direct or indirect parent company which is the equivalent of Voting Common Stock. If each of the foregoing conditions to pay the Redemption Price in shares of Voting Common Stock are not satisfied with respect to any holder or holders of the Series A Cumulative Convertible Preferred Shares prior to the close of business on the last day prior to the Redemption Date and the Corporation has elected to redeem the Series A Cumulative Convertible Preferred Shares pursuant to this Section 6 through the issuance of shares of Voting Common Stock, then, notwithstanding any election by the Corporation to the contrary, subject to there being legally available funds therefor, the Corporation shall pay the entire Redemption Price of the Series A Cumulative Convertible Preferred Shares of such holder or holders in cash provided if the Corporation does not (whether prohibited by applicable law, agreements in respect of its Letter of Credit (as defined indebtedness or otherwise) pay the Redemption Price in the Securities Purchase Agreement)form and on the date required hereunder the dividend rate on each share of Series A Cumulative Convertible Preferred Shares which is the subject of such redemption shall be increased, commencing on the applicable Redemption Date, to the Default Rate and shall thereafter accrue on the Liquidation Preference per share for each such share. To Except as provided in the extent redemptions required by this Section 3 are deemed or determined by a court preceding sentence, the Corporation may not change the form of competent jurisdiction consideration to be prepayments paid for the Series A Cumulative Convertible Preferred Shares after the mailing of written notice of the Preferred Shares by the Company, such redemptions shall be deemed Redemption Date pursuant to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penalty6(c).

Payment of Redemption Price. Upon the Company's receipt by any Holder of a Notice(s) Notice of Redemption Redemption, such Holder shall promptly submit to the Corporation such Holder’s Series B Preferred Stock certificates in the manner and at Option the place designated in the Notice of Holder from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's Redemption. Upon receipt of such notice(s). The Company Holder’s Series B Preferred Stock certificates, the Corporation shall deliver on pay the fifth (5th) Business Day after Corporation Redemption Price at the Company's receipt option of the first Notice Company either (i) in cash, or (ii) by offset against and in cancellation of Redemption at Option all amounts due and owing under all outstanding promissory notes payable from Holder to the Corporation that were issued by Holder in connection with the exercise of warrants or additional investment rights by such Holder (the "Holder Optional “Promissory Notes”) (it being understood that following such offset and cancellation, no further amounts are or shall be due or payable with respect to such shares of Series B Preferred Stock or such Promissory Notes and all of such shares of Series B Preferred Stock and Promissory Notes shall no longer be outstanding). For clarification purposes, in the event that the Corporation elects to pay the Corporation Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount Price in cash equal under clause (i) above, it shall so notify Holder and Holder may thereafter elect to instead effect such redemption in exchange for Promissory Notes in accordance with clause (ii) above, in which case clause (ii) above shall apply. Notwithstanding the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver foregoing, if, in the event of a Notice of Redemption at Option of Holder prior to mandatory redemption under Section 6(b) above, the fifth (5th) Business Day after the Company's receipt funds of the first Notice Corporation legally available for redemption of Redemption at Option shares of Holder, to the extent not paid by means of the Holder drawing Series B Preferred Stock on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 any redemption date are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable insufficient to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of shares of Series B Preferred Shares submitted for redemption Stock to be redeemed on such date, those funds that are legally available will be used to redeem shares from the Holders ratably in proportion to the aggregate Corporation Redemption Prices that would be payable to each Holder if all shares required to be redeemed were being redeemed. If any Holder holds more than one series of Preferred Stock, the same proportion of each series of shares held by all Holderssuch holder will be redeemed. The Holders shares of Series B Preferred Stock not redeemed shall remain outstanding and Company agree that in be entitled to all the rights and preferences provided herein. If any time thereafter additional funds become legally available for the redemption, such funds will immediately be used to redeem the balance of the shares which the Corporation has become obliged to redeem on any redemption date but which it has not redeemed. In the event that the limitations contained in this paragraph apply with respect to any mandatory redemption under Section 6(b) above and the Company determines, or is required by the Holder, to redeem the shares of Series B Preferred Stock in accordance with clause (ii) of Section 6(d) above, then the percentage of the Company's redemption of any Series B Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because Stock then being redeemed as a result of the parties' inability to predict future interest rates and the uncertainty application of the availability limitations of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties paragraph (in relation to be, and all then outstanding shares Series B Preferred Stock) shall be deemed, a reasonable estimate redeemed in exchange for and in cancellation of the Holders' actual loss same percentage of its investment opportunity then outstanding Promissory Notes (in relation to all then outstanding Promissory Notes) and not from and after such redemption, no amounts shall be due and owning as a penaltyto such shares of Series B Preferred Stock or such Promissory Notes then redeemed and exchanged and such shares of Series B Preferred Stock and such Promissory Notes then redeemed and exchanged shall no longer be outstanding.

Payment of Redemption Price. Upon the Company's ’s receipt of a Notice(s) of Redemption at Option of Holder from any Holder, the Company shall within one (1) Business Day of such receipt promptly notify each other Holder by facsimile or email of the Company's ’s receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's ’s receipt of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's ’s receipt of the first Notice of Redemption at Option of Holder; provided that, if required by Paragraph 4(d)(vi), a Holder’s Certificates for the Series C Preferred Stock shall have been delivered to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement)Transfer Agent. To the extent redemptions required by this Section 3 Paragraph 5 are deemed or determined by a court of competent jurisdiction to be prepayments of the shares of Series C Preferred Shares Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the shares of Series C Preferred Shares Stock submitted for redemption, the Company shall (i) redeem a pro rata amount from each Holder based on the number of shares of Series C Preferred Shares Stock submitted for redemption by such Holder relative to the total number of shares of Series C Preferred Shares Stock submitted for redemption by all HoldersHolders and (ii) in addition to any remedy such Holder may have under this Certificate of Designation and the Securities Purchase Agreement, pay to each Holder interest at the rate of 3.0% per month (prorated for partial months) in respect of each unredeemed shares of Series C Preferred Stock tendered for redemption until paid in full. The Holders and Company agree that in the event of the Company's ’s inability to redeem any shares of Series C Preferred Stock tendered for redemption of any Preferred Shares under this Section 3Paragraph 5, the Holders' ’ damages resulting therefrom would be uncertain and difficult to estimate because of the parties' ’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 Paragraph 5 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' ’ actual loss of its investment opportunity and not as a penalty.

Payment of Redemption Price. Upon the CompanyCorporation's receipt of a Notice(s) of Redemption at Option of Holder from any Holder, the Company shall within one (1Buyer Upon Major Transaction or a Notice(s) Business Day of such receipt notify each other Holder by facsimile of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder Buyer Upon Triggering Event, as the case may be, from the holders of at least two-thirds (2/3) of the "Holder Optional Redemption Triggering Event Redemption Date"Series A Preferred Shares then outstanding, the Corporation shall immediately notify each holder by facsimile of the Corporation's receipt of such requisite notices necessary to effect a redemption and each holder of Series A Preferred Shares shall thereafter promptly send such holder's Preferred Stock Certificates to be redeemed to the Corporation or its Transfer Agent. The Corporation shall pay the applicable redemption price, as calculated pursuant to Section 5(a) by wire transfer of immediately available fundsor 5(b) above, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth such holder within thirty (5th30) Business Day days after the CompanyCorporation's receipt of the first Notice of Redemption at Option of Holder, requisite notices required to effect a redemption; provided that a holder's Preferred Stock Certificates shall have been so delivered to the extent not paid by means of Corporation or its Transfer Agent; provided further that if the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company Corporation is unable to redeem all of the Series A Preferred Shares submitted for redemptionShares, the Company Corporation shall redeem a pro rata an amount from each Holder holder of Series A Preferred Shares equal to such holder's pro-rata amount (based on the number of Series A Preferred Shares held by such holder relative to the number of Series A Preferred Shares outstanding) of all Series A Preferred Shares being redeemed. If the Corporation shall fall to redeem all of the Series A Preferred Shares submitted for redemption by such Holder relative (other than pursuant to a dispute as to the total number determination of the Closing Bid Price or the arithmetic calculation of the Redemption Rate), the applicable redemption price payable in respect of such unredeemed Series A Preferred Shares shall bear interest at the rate of 2.5% per month (pro rated for partial months) until paid in full. Until the Corporation pays such unpaid applicable redemption price in full to each holder, holders of at least two-thirds (2/3) of the Series A Preferred Shares then outstanding, including shares of Series A Preferred Shares submitted for redemption by pursuant to this Section 4 and for which the applicable redemption price has not been paid, shall have the option (the "Void Optional Redemption Option") to, in lieu of redemption, require the Corporation to promptly return to each holder all Holders. The Holders and Company agree that in the event of the Company's redemption of any Series A Preferred Shares that were submitted for redemption by such holder under this Section 35 and for which the applicable redemption price has not been paid, by sending written notice thereof to the Holders' damages would be uncertain Corporation via facsimile (the "Void Optional Redemption Notice"). Upon the Corporation's receipt of such Void Optional Redemption Notice(s) and difficult prior to estimate because payment of the parties' inability full applicable redemption price to predict future interest rates each holder, (i) the Notice(s) of Redemption at Option of Buyer Upon Triggering Event or the Notice(s) of Redemption at Option of Buyer Upon Major Transaction, as the case may be, shall be null and void with respect to those Series A Preferred Shares submitted for redemption and for which the uncertainty of applicable redemption price has not been paid, (ii) the availability of a suitable substitute investment opportunity Corporation shall immediately return any Certificates for Series A Preferred Shares submitted to the Holders. Accordingly, any Corporation by each holder for redemption premium due under this Section 3 is intended by 4(h) and for which the parties to beapplicable redemption price had not been paid, and (iii) the Fixed Conversion Price of such returned Series A Preferred Shares shall be deemed, a reasonable estimate adjusted to the lesser of (A) the Holders' actual loss Fixed Conversion Price as in effect on the date on which the Void Option Redemption Notice(s) is delivered to the Corporation and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of its investment opportunity and not as a penalty.Redemption of Option of Buyer Upon Major

Payment of Redemption Price. Upon the Company's receipt by any Holder of a Notice(s) Notice of Redemption Redemption, such Holder shall promptly submit to the Corporation such Holder’s Series A Preferred Stock certificates in the manner and at Option the place designated in the Notice of Holder from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's Redemption. Upon receipt of such notice(s). The Company Holder’s Series A Preferred Stock certificates, the Corporation shall deliver on pay the fifth (5th) Business Day after Corporation Redemption Price at the Company's receipt option of the first Notice Company either (i) in cash, or (ii) by offset against and in cancellation of Redemption at Option all amounts due and owing under all outstanding promissory notes payable from Holder to the Corporation that were issued by Holder in connection with the exercise of warrants or additional investment rights by such Holder (the "Holder Optional “Promissory Notes”) (it being understood that following such offset and cancellation, no further amounts are or shall be due or payable with respect to such shares of Series A Preferred Stock or such Promissory Notes and all of such shares of Series A Preferred Stock and Promissory Notes shall no longer be outstanding). For clarification purposes, in the event that the Corporation elects to pay the Corporation Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount Price in cash equal under clause (i) above, it shall so notify Holder and Holder may thereafter elect to instead effect such redemption in exchange for Promissory Notes in accordance with clause (ii) above, in which case clause (ii) above shall apply. Notwithstanding the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver foregoing, if, in the event of a Notice of Redemption at Option of Holder prior to mandatory redemption under Section 6(b) above, the fifth (5th) Business Day after the Company's receipt funds of the first Notice Corporation legally available for redemption of Redemption at Option shares of Holder, to the extent not paid by means of the Holder drawing Series A Preferred Stock on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 any redemption date are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable insufficient to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of shares of Series A Preferred Shares submitted for redemption Stock to be redeemed on such date, those funds that are legally available will be used to redeem shares from the Holders ratably in proportion to the aggregate Corporation Redemption Prices that would be payable to each Holder if all shares required to be redeemed were being redeemed. If any Holder holds more than one series of Preferred Stock, the same proportion of each series of shares held by all Holderssuch holder will be redeemed. The Holders shares of Series A Preferred Stock not redeemed shall remain outstanding and Company agree that in be entitled to all the rights and preferences provided herein. If any time thereafter additional funds become legally available for the redemption, such funds will immediately be used to redeem the balance of the shares which the Corporation has become obliged to redeem on any redemption date but which it has not redeemed. In the event that the limitations contained in this paragraph apply with respect to any mandatory redemption under Section 6(b) above and the Company determines, or is required by the Holder, to redeem the shares of Series A Preferred Stock in accordance with clause (ii) of Section 6(d) above, then the percentage of the Company's redemption of any Series A Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because Stock then being redeemed as a result of the parties' inability to predict future interest rates and the uncertainty application of the availability limitations of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties paragraph (in relation to be, and all then outstanding shares Series A Preferred Stock) shall be deemed, a reasonable estimate redeemed in exchange for and in cancellation of the Holders' actual loss same percentage of its investment opportunity then outstanding Promissory Notes (in relation to all then outstanding Promissory Notes) and not from and after such redemption, no amounts shall be due and owning as a penaltyto such shares of Series A Preferred Stock or such Promissory Notes then redeemed and exchanged and such shares of Series A Preferred Stock and such Promissory Notes then redeemed and exchanged shall no longer be outstanding.

Payment of Redemption Price. Upon the Company's ’s receipt of a Notice(s) of Redemption at Option of Holder Buyer from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's ’s receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's ’s receipt of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's ’s receipt of the first Notice of Redemption at Option of Holder; provided that, if required by Section 2(d)(ix), a Holder’s Preferred Share Certificates shall have been delivered to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement)Transfer Agent. To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall (i) redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all HoldersHolders and (ii) in addition to any remedy such Holder may have under this Certificate of Designation and the Securities Purchase Agreement, pay to each Holder interest at the rate of 1.5% per month (prorated for partial months) in respect of each unredeemed Preferred Share until paid in full. The Holders and Company agree that in the event of the Company's ’s redemption of any Preferred Shares under this Section 3, the Holders' ’ damages would be uncertain and difficult to estimate because of the parties' ’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' ’ actual loss of its investment opportunity and not as a penalty.

Payment of Redemption Price. Upon On or after the Company's receipt of a Notice(s) of Redemption at Option of Holder from any HolderDate, and provided that the Redemption Call Right has not been exercised by the Parent or Callco, the Company shall within one (1deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share, upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA(BC) Business Day and the constating documents of the Company and such additional documents, instruments and payments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. Payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such receipt notify each other Holder by facsimile Exchangeable Shares and shall not be entitled to exercise any of the Company's receipt rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the total Redemption Price, unless payment of the total Redemption Price for such notice(s)Exchangeable WSLegal\073132\00009\12677454v12 Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner hereinbefore provided. The Company shall deliver on have the fifth (5th) Business Day right at any time after the Company's receipt sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price (in the form of Exchangeable Share Consideration) of the first Notice Exchangeable Shares so called for redemption, or of Redemption such of the said Exchangeable Shares represented by certificates that have not at Option the date of Holder (such deposit been surrendered by the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsholders thereof in connection with such redemption, an amount in cash equal a custodial account with any chartered bank or trust company in Canada named in such notice and any interest earned on such deposit shall belong to the applicable Holder Optional Redemption Triggering Event Company. Provided that such total Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder has been so deposited prior to the fifth (5th) Business Day Redemption Date, on and after the Company's receipt Redemption Date, the Exchangeable Shares shall be redeemed and the rights of the first Notice of holders thereof after the Redemption at Option of Holder, Date shall be limited to the extent not paid by means receiving their proportionate part of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity certificates for the Holders. AccordinglyExchangeable Shares held by them, any redemption premium due under this Section 3 is intended by respectively, in accordance with the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyforegoing provisions.

Payment of Redemption Price. Upon the CompanyCorporation's receipt of a Notice(s) of Redemption at Option of Holder from any Holder, the Company shall within one (1Buyer Upon Major Transaction or a Notice(s) Business Day of such receipt notify each other Holder by facsimile of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder Buyer Upon Triggering Event, as the case may be, from the holders of at least two-thirds (2/3) of the "Holder Optional Redemption Triggering Event Redemption Date"Series A Preferred Shares then outstanding, the Corporation shall immediately notify each holder by facsimile of the Corporation's receipt of such requisite notices necessary to effect a redemption and each holder of Series A Preferred Shares shall thereafter promptly send such holder's Preferred Stock Certificates to be redeemed to the Corporation or its Transfer Agent. The Corporation shall pay the applicable redemption price, as calculated pursuant to Section 5(a) by wire transfer of immediately available fundsor 5(b) above, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth such holder within thirty (5th30) Business Day days after the CompanyCorporation's receipt of the first Notice of Redemption at Option of Holder, requisite notices required to effect a redemption; provided that a holder's Preferred Stock Certificates shall have been so delivered to the extent not paid by means of Corporation or its Transfer Agent; provided further that if the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company Corporation is unable to redeem all of the Series A Preferred Shares submitted for redemptionShares, the Company Corporation shall redeem a pro rata an amount from each Holder holder of Series A Preferred Shares equal to such holder's pro-rata amount (based on the number of Series A Preferred Shares held by such holder relative to the number of Series A Preferred Shares outstanding) of all Series A Preferred Shares being redeemed. If the Corporation shall fall to redeem all of the Series A Preferred Shares submitted for redemption by such Holder relative (other than pursuant to a dispute as to the total number determination of the Closing Bid Price or the arithmetic calculation of the Redemption Rate), the applicable redemption price payable in respect of such unredeemed Series A Preferred Shares shall bear interest at the rate of 2.5% per month (pro rated for partial months) until paid in full. Until the Corporation pays such unpaid applicable redemption price in full to each holder, holders of at least two-thirds (2/3) of the Series A Preferred Shares then outstanding, including shares of Series A Preferred Shares submitted for redemption by pursuant to this Section 4 and for which the applicable redemption price has not been paid, shall have the option (the "Void Optional Redemption Option") to, in lieu of redemption, require the Corporation to promptly return to each holder all Holders. The Holders and Company agree that in the event of the Company's redemption of any Series A Preferred Shares that were submitted for redemption by such holder under this Section 35 and for which the applicable redemption price has not been paid, by sending written notice thereof to the Holders' damages would be uncertain Corporation via facsimile (the "Void Optional Redemption Notice"). Upon the Corporation's receipt of such Void Optional Redemption Notice(s) and difficult prior to estimate because payment of the parties' inability full applicable redemption price to predict future interest rates and each holder, (i) the uncertainty Notice(s) of Redemption at Option of Buyer Upon Triggering Event or the availability Notice(s) of a suitable substitute investment opportunity for Redemption at Option of Buyer Upon Major Transaction, as the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to case may be, and shall be deemednull and void with respect to those Series A Preferred Shares submitted for redemption and for which the applicable redemption price has not been paid, a reasonable estimate of (ii) the Holders' actual loss of its investment opportunity and not as a penalty.Corporation shall immediately return any Certificates for Series A Preferred Shares submitted to the Corporation by each holder for

Payment of Redemption Price. Upon the Company's ’s receipt of a Notice(s) of Redemption at Option of Holder Buyer from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's ’s receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's ’s receipt of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's ’s receipt of the first Notice of Redemption at Option of HolderHolder (such date, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement“Redemption Date”). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall (i) redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all HoldersHolders and (ii) in addition to any remedy such Holder may have under this Certificate of Designations and the Securities Purchase Agreement, pay to each Holder interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) in respect of each unredeemed Preferred Share until paid in full. The Holders and Company agree that in the event of the Company's ’s redemption of any Preferred Shares under this Section 3, the Holders' ’ damages would be uncertain and difficult to estimate because of the parties' ’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' ’ actual loss of its investment opportunity and not as a penalty.

Payment of Redemption Price. The Company shall pay the applicable Redemption Price to the Registered Owner of the Warrants being redeemed in cash on the Redemption Date. If the Company shall fail to pay the applicable Redemption Price to such Registered Owner on the Redemption Date, in addition to any remedy such Registered Owner may have under this Warrant and the Purchase Agreement, such unpaid amount shall bear interest at the rate of 2.0% per month until paid in full. Until the Company pays such unpaid applicable Redemption Price in full to each Registered Owner, each Registered Owner of Warrants submitted for redemption pursuant to this Section 7 and for which the applicable Redemption Price has not been paid, shall have the option, in lieu of redemption, (A) to require the Company to promptly return to such Registered Owner all of the Warrants that were submitted for redemption by such Registered Owner under this Section 7 and for which the applicable Redemption Price has not been paid or (B) to exercise those Warrants for which the applicable Redemption Price has not been paid at an Exercise Price equal to the lesser of (I) the Exercise Price applicable to such exercise on the Redemption Date and (II) the lowest Per Share Market Value from the Redemption Date to the date the Registered Owner gives a Void Redemption Notice by sending written notice thereof to the Company via facsimile (the "Void Redemption Notice"). Upon the Company's receipt of a such Void Redemption Notice(s) requesting the return of the Warrants and before payment of the full applicable Redemption at Option Price to each Registered Owner, (i) the redemption shall be null and void with respect to those Warrants submitted for redemption and for which the applicable Redemption Price has not been paid, (ii) the Company shall immediately return any Warrants submitted to the Company by each Registered Owner for redemption under this Section 7 and for which the applicable Redemption Price has not been paid and (iii) the Exercise Price of Holder such returned Warrants shall be adjusted to the lesser of (I) the Exercise Price applicable to such conversion on the date on which such Warrants were originally presented for redemption and (II) the lowest Per Share Market Value from any Holderthe Redemption Date to the date the Registered Owner gives a Void Redemption Notice. If the Company fails to timely effect a redemption in accordance with this Section 7, the Company shall within one not be allowed to submit another Redemption Notice without the prior written consent of Registered Owners of at least two-thirds (12/3) Business Day of such receipt notify each other Holder by facsimile of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's receipt principal amount of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyWarrants then outstanding.

Payment of Redemption Price. Upon On or after the Company's receipt of a Notice(s) of Redemption at Option of Holder from any HolderDate, and provided that the Redemption Call Right has not been exercised by the Parent, the Company shall within one (1) Business Day deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share, upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and the constating documents of the Company and such additional documents, instruments and payments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. Payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such receipt notify each other Holder by facsimile Exchangeable Shares and shall not be entitled to exercise any of the Company's receipt rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the total Redemption Price, unless payment of the total Redemption Price for such notice(s)Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner hereinbefore provided. The Company shall deliver on have the fifth (5th) Business Day right at any time after the Company's receipt sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price (in the form of Exchangeable Share Consideration) of the first Notice Exchangeable Shares so called for redemption, or of Redemption such of the said Exchangeable Shares represented by certificates that have not at Option the date of Holder (such deposit been surrendered by the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsholders thereof in connection with such redemption, an amount in cash equal a custodial account with any chartered bank or trust company in Canada named in such notice and any interest earned on such deposit shall belong to the applicable Holder Optional Redemption Triggering Event Company. Provided that such total Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder has been so deposited prior to the fifth (5th) Business Day Redemption Date, on and after the Company's receipt Redemption Date, the Exchangeable Shares shall be redeemed and the rights of the first Notice of holders thereof after the Redemption at Option of Holder, Date shall be limited to the extent not paid by means receiving their proportionate part of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity certificates for the Holders. AccordinglyExchangeable Shares held by them, any redemption premium due under this Section 3 is intended by respectively, in accordance with the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyforegoing provisions.

Payment of Redemption Price. Upon the Company's ’s receipt of a Notice(s) of Redemption at Option of Holder Buyer Upon Triggering Event or a Notice(s) of Redemption at Option of Buyer Upon Major Transaction from any Holderholder of Preferred Shares, the Company shall within one (1) promptly but in no event later than two Business Day of such receipt Days, notify each other Holder such holder by electronic mail and facsimile of the Company's ’s receipt of such notice(sNotice(s) of Redemption at Option of Buyer Upon Triggering Event or Notice(s) of Redemption at Option of Buyer Upon Major Transaction and each holder which has sent such a notice shall promptly submit, if required by Section (2)(e)(vii), to the Company or its Transfer Agent such holder’s Preferred Stock Certificates, if any, which such holder has elected to have redeemed. The Company shall deliver on the fifth applicable Triggering Event Redemption Price, in the case of a redemption pursuant to Section 3(f), to such holder within ten (5th10) Business Day Days after the Company's ’s receipt of the first Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder prior Buyer Upon Triggering Event and, in the case of a redemption pursuant to Section 3(e), the Company shall deliver the applicable Major Transaction Redemption Price contemporaneously with the consummation of the Major Transaction; provided that, if required by Section 2(e)(vii), a holder’s Preferred Stock Certificates shall have been so delivered to the fifth (5th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder, to the extent not paid by means of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If ; provided further that if the Company is unable to redeem all of the Preferred Shares submitted for redemptionto be redeemed, the Company shall redeem a pro rata an amount from each Holder holder of Preferred Shares being redeemed equal to such holder’s pro-rata amount (based on the number of Preferred Shares held by such holder relative to the number of Preferred Shares outstanding) of all Preferred Shares being redeemed. If the Company shall fail to redeem all of the Preferred Shares submitted for redemption (other than pursuant to a bona fide dispute as to the arithmetic calculation of the Redemption Price), in addition to any remedy such holder of Preferred Shares may have under this Certificate of Designation, the Securities Purchase Agreement and the Registration Rights Agreement, the applicable Redemption Price payable in respect of such unredeemed Preferred Shares shall bear interest at the rate of 1.25% per month (prorated for partial months) until paid in full. In the event that the Company fails to pay such unpaid applicable Redemption Price in full to a holder of Preferred Shares by the 10th Business Day following delivery of a Notice of Redemption at Option of Buyer Upon Triggering Event or contemporaneously with the consummation of the Major Transaction, such holder shall have the option to, in lieu of redemption, require the Company to promptly return to such holder(s) all of the Preferred Shares that were submitted for redemption by such Holder relative holder(s) under this Section 3 and for which the applicable Redemption Price has not been paid, by sending written notice thereof to the total number Company via electronic mail (the “Void Optional Redemption Notice”). Upon the Company’s receipt of such Void Optional Redemption Notice(s) prior to payment of the full applicable Redemption Price to such holder, (i) the Notice(s) of Redemption at Option of Buyer Upon Triggering Event or the Notice(s) of Redemption at Option of Buyer Upon Major Transaction, as the case may be, shall be null and void with respect to those Preferred Shares submitted for redemption and for which the applicable Redemption Price has not been paid, (ii) the Company shall immediately return any Preferred Stock Certificates submitted to the Company by all Holderseach holder for redemption under this Section 3(g) and for which the applicable Redemption Price has not been paid and (iii) the Conversion Price of such returned Preferred Shares shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Redemption Notice(s) is delivered to the Company and (B) the lowest Weighted Average Price for the Common Stock during the period beginning on the date on which the Notice(s) of Redemption of Option of Buyer Upon Major Transaction or the Notice(s) of Redemption at Option of Buyer Upon Triggering Event, as the case may be, was delivered to the Company and ending on the date on which the Void Optional Redemption Notice(s) was 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 Holders and Company agree that Notwithstanding the foregoing, in the event of a bona fide dispute as to the determination of the Weighted Average Price or the arithmetic calculation of the Redemption Price, such dispute shall be resolved pursuant to Section 2(e)(iii) above with the term “Redemption Price” being substituted for the term “Conversion Rate.” A holder’s delivery of a Void Optional Redemption Notice and exercise of its rights following such notice shall not effect the Company's redemption ’s obligations to make any payments which have accrued prior to the date of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltysuch notice.

Payment of Redemption Price. Upon the Company's receipt by any Holder of a Notice(s) Notice of Redemption Redemption, such Holder shall promptly submit to the Corporation such Holder’s Series C Preferred Stock certificates in the manner and at Option the place designated in the Notice of Holder from any Holder, the Company shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Company's Redemption. Upon receipt of such notice(s). The Company Holder’s Series C Preferred Stock certificates, the Corporation shall deliver on pay the fifth (5th) Business Day after Corporation Redemption Price at the Company's receipt option of the first Notice Company either (i) in cash, or (ii) by offset against and in cancellation of Redemption at Option all amounts due and owing under all outstanding promissory notes payable from Holder to the Corporation that were issued by Holder in connection with the exercise of warrants or additional investment rights by such Holder (the "Holder Optional “Promissory Notes”) (it being understood that following such offset and cancellation, no further amounts are or shall be due or payable with respect to such shares of Series C Preferred Stock or such Promissory Notes and all of such shares of Series C Preferred Stock and Promissory Notes shall no longer be outstanding). For clarification purposes, in the event that the Corporation elects to pay the Corporation Redemption Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount Price in cash equal under clause (i) above, it shall so notify Holder and Holder may thereafter elect to instead effect such redemption in exchange for Promissory Notes in accordance with clause (ii) above, in which case clause (ii) above shall apply. Notwithstanding the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders that deliver foregoing, if, in the event of a Notice of Redemption at Option of Holder prior to mandatory redemption under Section 6(b) above, the fifth (5th) Business Day after the Company's receipt funds of the first Notice Corporation legally available for redemption of Redemption at Option shares of Holder, to the extent not paid by means of the Holder drawing Series C Preferred Stock on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 any redemption date are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable insufficient to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of shares of Series C Preferred Shares submitted for redemption Stock to be redeemed on such date, those funds that are legally available will be used to redeem shares from the Holders ratably in proportion to the aggregate Corporation Redemption Prices that would be payable to each Holder if all shares required to be redeemed were being redeemed. If any Holder holds more than one series of Preferred Stock, the same proportion of each series of shares held by all Holderssuch holder will be redeemed. The Holders shares of Series C Preferred Stock not redeemed shall remain outstanding and Company agree that in be entitled to all the rights and preferences provided herein. If any time thereafter additional funds become legally available for the redemption, such funds will immediately be used to redeem the balance of the shares which the Corporation has become obliged to redeem on any redemption date but which it has not redeemed. In the event that the limitations contained in this paragraph apply with respect to any mandatory redemption under Section 6(b) above and the Company determines, or is required by the Holder, to redeem the shares of Series C Preferred Stock in accordance with clause (ii) of Section 6(d) above, then the percentage of the Company's redemption of any Series C Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because Stock then being redeemed as a result of the parties' inability to predict future interest rates and the uncertainty applicable of the availability limitations of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties paragraph (in relation to be, and all then outstanding shares Series C Preferred Stock) shall be deemed, a reasonable estimate redeemed in exchange for and in cancellation of the Holders' actual loss same percentage of its investment opportunity then outstanding Promissory Notes (in relation to all then outstanding Promissory Notes) and not from and after such redemption, no amounts shall be due and owning as a penaltyto such shares of Series C Preferred Stock or such Promissory Notes then redeemed and exchanged and such shares of Series C Preferred Stock and such Promissory Notes then redeemed and exchanged shall no longer be outstanding.

Payment of Redemption Price. Upon On or promptly after the Company's receipt of a Notice(s) of Redemption at Option of Holder from any HolderDate, and provided that the Redemption Call Right has not been exercised by Akerna or Callco, the Company shall within one (1) Business Day deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such receipt notify each Exchangeable Share, upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other Holder by facsimile documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the articles of the Company's receipt , as applicable, together with such additional documents, instruments and payments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. Payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such notice(s)Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive, without interest, their proportionate part of the aggregate Redemption Price, unless payment of the aggregate Redemption Price for such Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner hereinbefore provided. The Company shall deliver on have the fifth (5th) Business Day right at any time after the Company's receipt sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the aggregate Redemption Price (in the form of Exchangeable Share Consideration) of the first Notice Exchangeable Shares so called for redemption, or of Redemption such of the said Exchangeable Shares represented by certificates that have not at Option the date of Holder (such deposit been surrendered by the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsholders thereof in connection with such redemption, an amount in cash equal a custodial account with any chartered bank or trust company in Canada named in such notice and any interest earned on such deposit shall belong to the applicable Holder Optional Redemption Triggering Event Company. Provided that such aggregate Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder has been so deposited prior to the fifth (5th) Business Day Redemption Date, on and after the Company's receipt Redemption Date, the Exchangeable Shares in respect of which such deposit shall have been made shall be redeemed and the rights of the first Notice of holders thereof after the Redemption at Option of HolderDate shall be limited to receiving, to the extent not paid by means without interest, their proportionate part of the Holder drawing on its Letter aggregate Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of Credit (as defined the certificates for the Exchangeable Shares held by them, respectively, in accordance with the Securities Purchase Agreement)foregoing provisions. To Upon such payment or deposit of the extent redemptions required by this Section 3 are Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed or determined by a court of competent jurisdiction for all purposes to be prepayments holders of the Preferred Akerna Shares by delivered to them or the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based custodian on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltytheir behalf.

Payment of Redemption Price. Upon On or after the Company's receipt of a Notice(s) of Redemption at Option of Holder from any HolderDate, and provided that the Redemption Call Right has not been exercised by Callco, the Company shall within one (1) Business Day deliver or cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share, upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the articles and by-laws of the Company and such additional documents, instruments and payments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by notice to the holders of the Exchangeable Shares. Payment of the Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, the Exchangeable Share Consideration representing the Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such receipt notify each other Holder by facsimile Exchangeable Shares and shall not be entitled to exercise any of the Company's receipt rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the total Redemption Price, unless payment of the total Redemption Price for such notice(s)Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Redemption Price has been paid in the manner hereinbefore provided. The Company shall deliver on have the fifth (5th) Business Day right at any time after the Company's receipt sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price (in the form of Exchangeable Share Consideration) of the first Notice Exchangeable Shares so called for redemption, or of Redemption such of the said Exchangeable Shares represented by certificates that have not at Option the date of Holder (such deposit been surrendered by the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsholders thereof in connection with such redemption, an amount in cash equal a custodial account with any chartered bank or trust company in Canada named in such notice and any interest earned on such deposit shall belong to the applicable Holder Optional Redemption Triggering Event Company. Provided that such total Redemption Price to all Holders that deliver a Notice of Redemption at Option of Holder has been so deposited prior to the fifth (5th) Business Day Redemption Date, on and after the Company's receipt Redemption Date, the Exchangeable Shares shall be redeemed and the rights of the first Notice of holders thereof after the Redemption at Option of Holder, Date shall be limited to the extent not paid by means receiving their proportionate part of the Holder drawing on its Letter of Credit (as defined in the Securities Purchase Agreement). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable to redeem all of the Preferred Shares submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Preferred Shares submitted for redemption by such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that in the event of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity certificates for the Holders. AccordinglyExchangeable Shares held by them, any redemption premium due under this Section 3 is intended by respectively, in accordance with the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyforegoing provisions.

Payment of Redemption Price. Upon the Company's receipt of a Notice(sIf such holder shall elect to have its shares redeemed pursuant to Section 9(a)(i) of Redemption at Option of Holder from any Holderabove, the Company shall pay the Applicable Redemption Price to such holder within one three (13) Business Day of such receipt notify each other Holder by facsimile days of the Company's receipt of such notice(s). The Company shall deliver on the fifth (5th) Business Day after the Company's ’s receipt of the first holder’s Notice of Redemption at Option of Holder (the "Holder Optional Redemption Triggering Event Redemption Date") by wire transfer of immediately available fundsin Response to Inability to Convert, an amount in cash equal to the applicable Holder Optional Redemption Triggering Event Redemption Price to all Holders provided that deliver a Notice of Redemption at Option of Holder prior to the fifth (5th) Business Day after the Company's ’s receipt of the first holder’s Notice of Redemption at Option of Holderin Response to Inability to Convert the Company has not delivered a notice to such holder stating, to the extent not paid by means satisfaction of the Holder drawing on its Letter of Credit (as defined holder, that the event or condition resulting in the Securities Purchase AgreementConversion Failure Redemption has been cured and all Conversion Shares issuable to such holder can and will be delivered to the holder in accordance with the terms of Section 5(b). To the extent redemptions required by this Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. If the Company is unable shall fail to redeem all pay the applicable Applicable Redemption Price to such holder on a timely basis as described in this Section 9(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Applicable Redemption Price), in addition to any remedy such holder of Series C Preferred Shares submitted Stock may have under this Certificate of Designation and the Purchase Agreement, such unpaid amount shall bear interest at the rate of 2.0% per month (prorated for redemptionpartial months) until paid in full. Until the full Applicable Redemption Price is paid in full to such holder, such holder may (i) void the Company shall redeem a pro rata amount from each Holder based Conversion Failure Redemption with respect to those Series C Preferred Stock for which the full Applicable Redemption Price has not been paid, (ii) receive back such Series C Preferred Stock, and (iii) require that the Conversion Price of such returned Series C Preferred Stock be adjusted to the lesser of (A) the Conversion Price and (B) the lowest Closing Bid Price during the period beginning on the number of Preferred Shares submitted for redemption by Conversion Date and ending on the date the holder voided the Conversion Failure Redemption; provided that no adjustment shall be made if such Holder relative to the total number of Preferred Shares submitted for redemption by all Holders. The Holders and Company agree that adjustment would result in the event an increase of the Company's redemption of any Preferred Shares under this Section 3, the Holders' damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holders. Accordingly, any redemption premium due under this Section 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders' actual loss of its investment opportunity and not as a penaltyConversion Price then in effect.