Common use of Payment of Redemption Price Clause in Contracts

Payment of Redemption Price. (i) The amount of the redemption price on the Notes redeemed, on any redemption set forth herein, shall be paid to the holders of the Notes in cash. (ii) The Company's written notice shall specify the time and place of the redemption of all but not less than all the Notes, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied with its obligations to convert Notes pursuant to the terms of Section 4 hereof, in the case of each of clause (i) and clause (ii), during the period of the Redemption Record Date through the redemption date, inclusive. On or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption date

Payment of Redemption Price. The redemption price applicable under the provisions of subsection (K) shall be determined within 30 days of the date on which Optionee shall notify Company that Optionee is requiring a redemption of this Warrant or the shares. The redemption price shall be paid to Optionee in cash within ten days thereafter upon surrender by Optionee of this Warrant or the shares, provided however, that such payment of the redemption price shall be subject to the ability of Company reasonably to obtain debt or equity financing which may be necessary to fund such payment. In the event that Company shall be unable to pay the redemption price solely for the reason specified in the preceding sentence within 90 days of when due, Optionee shall have the right, at Optionee's sole discretion, to either: (i) The rescind the demand for the redemption of this Warrant or the shares whereupon all rights of Optionee to require redemption of this Warrant or the shares at any future date in accordance with the terms and provisions of subsection K and this subsection (L) shall remain in full force and effect, or (ii) accept payment of the price by the execution and delivery by Company to Optionee of a Promissory Note in the amount of the redemption price on price, in the Notes redeemed, on any redemption set forth herein, shall be paid form of the Promissory Note attached as Exhibit A to the holders of the Notes Loan Agreement, except that such Promissory Note would be payable in cash. (ii) The Company's written notice shall specify the time and place of two equal consecutive annual installments commencing one year after the redemption of the Warrants or the shares. Any such Promissory Note would thereafter constitute a "Note" for all but not less than all purposes under the NotesLoan Agreement, calling upon each holder including without limitation, that payment of record to surrender the indebtedness represented by such Promissory Note would be secured by the Collateral subject to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATESecurity Agreement." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied with its obligations to convert Notes pursuant to the terms of Section 4 hereof, in the case of each of clause (i) and clause (ii), during the period of the Redemption Record Date through the redemption date, inclusive. On or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption date

Payment of Redemption Price. (i) The amount of the redemption price on the Notes redeemed, on any redemption set forth herein, shall be paid to the holders of the Notes in cashcash (to the extent funds are legally available therefor and such redemption is not prohibited by the terms of its outstanding indebtedness). (ii) The Company's written Not less than 15 days nor more than 45 days (such date as fixed by the board of directors of the Company is referred to herein as the "REDEMPTION RECORD DATE") prior to the date fixed for any redemption of the Notes pursuant to this Section 3, a notice shall specify specifying the time and place of the redemption of all but not less than all the NotesNotes shall be given by first class mail, postage prepaid, to the holders of record on the Redemption Record Date of the Notes to be redeemed at their respective addresses as the same shall appear on the books of the Company, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder. Neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder on shall affect the sufficiency of the notice or the validity of the proceedings for redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied with its obligations to convert Notes pursuant respect to the terms of Section 4 hereof, in the case of each of clause (i) and clause (ii), during the period of the Redemption Record Date through the redemption date, inclusiveother holders. On or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any . (iii) If a notice of redemption has been given pursuant to this Section 3 and if, on or before the redemption date, the funds necessary for such redemption (including all interest on the Notes to be redeemed that will accrue to the redemption date) shall have been set aside by the Company, separate and apart from its other funds, in trust for the benefit of the holders of all the Notes, then, notwithstanding that any Notes have not been surrendered for cancellation, on the redemption date interest shall cease to accrue on the Notes to be redeemed, and at the close of business on the date on which such funds have been segregated and set aside by the Company as provided in this Subsection 3(b)(iii), the holders of the Notes shall be irrevocablehave no rights with respect thereto, except the conversion rights provided in subsection (iv) of this Section 3(b) and Section 4 below and the right to receive the moneys payable upon such redemption, without interest thereon, upon surrender of their Notes. (iv) If a notice of redemption has been given pursuant to this Section 3 and any failure holder of Notes shall, prior to the close of business on the business day immediately preceding the redemption date, give written notice to the Company pursuant to Section 4 below of the conversion of any or all of the Notes to be redeemed held by the holder (accompanied by the Note or Notes), then such redemption shall not become effective as to such Notes to be converted and such conversion shall become effective as provided in Section 4 below, whereupon any funds deposited by the Company to redeem all the unconverted Notes for cash on the redemption dateof such notes shall (subject to any right of the holder of such Notes to receive the interest payable thereon as provided in Section 4 below) immediately upon such conversion be returned to the Company or, if then held in trust by the Company, shall automatically and without further corporate action or notice be discharged from the trust.

Payment of Redemption Price. (a) Subject to receipt of funds by the Paying Agent, payment for each Note to be redeemed shall be made promptly after the later of (i) The amount of the redemption price on the Notes redeemed, on any redemption set forth herein, shall be paid to the holders of the Notes in cash. (ii) The Company's written notice shall specify the time and place of the redemption of all but not less than all the Notes, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration Date for such Note, and (ii) the Company shall have complied time such Note (together with its obligations to convert Notes pursuant all necessary endorsements) is surrendered or transferred, by book-entry, to the terms of Section 4 hereof, Trustee or the Paying Agent by the holder thereof in the case manner required by the Redemption Notice. (b) If by 11:00 a.m., New York City time, on the applicable Redemption Date, the Paying Agent holds money sufficient to make payment of each of clause the Redemption Price on all the Notes or portions thereof that are to be redeemed on such Redemption Date, then (i) and clause such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Redemption Price); provided, during that, if the period Redemption Date is after a regular record date and on or prior to the immediately succeeding Interest Payment Date, then accrued and unpaid interest (including Additional Interest, if any) on such Notes to, but excluding, such Interest Payment Date shall be paid, on such Interest Payment Date, to the holder(s) of record of such Notes at the close of business on such regular record date without any requirement to surrender such Notes to the Paying Agent. The Paying Agent shall return to the Company, as soon as practicable and upon receipt of written instructions, any money not required for that purpose. (c) If the Redemption Price of any Note shall not be fully and duly paid in accordance with this Article 14, the portion of the Redemption Record Date through Price that is not so paid shall continue to bear interest at the redemption daterate set forth in the Note, inclusive. On or after the redemption date, each holder of Notes and such Note shall continue to be redeemed shall present convertible pursuant to Article 13 of this Indenture, until such Redemption Price and surrender such holder's Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid accrued interest and Payments thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption datehave been paid.

Payment of Redemption Price. Upon (i) The amount the occurrence of the redemption price on the Notes redeemeda Major Transaction, on any redemption set forth herein, shall be paid to the holders of the Notes in cash. (ii) The the Company's written notice receipt of a Notice(s) of Redemption at Option of Holder Upon Triggering Event from any Holder or (iii) the Company's delivery of a Notice of Company Redemption, the Company shall specify the time and place immediately notify each Holder by facsimile of the redemption mechanics of all but not less than all the Notes, calling upon delivery of each holder of record Holder's Preferred Stock Certificate and each Holder shall thereafter promptly send such Holder's Preferred Stock Certificates to surrender be redeemed to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption dateCompany. The date Company shall deliver the applicable Redemption Price or Company Redemption Price, as applicable, to such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty Holder within ten (3010) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there the Company's delivery of a Notice of Major Transaction, (ii) the Company's receipt of notices to affect a redemption or (iii) the Company's delivery of a Notice of Company Redemption; provided that a Holder's Preferred Stock Certificates shall be Effective Registration have been so delivered to the Company; provided further that if the Company is unable to redeem all of the Series E Preferred Shares, (i) in the case of the occurrence of a Major Transaction or receipt of a Notice of Redemption at Option of Holder Upon Triggering Event, the Company shall redeem an amount from each Holder equal to such Holder's pro-rata amount (based on the number of Series E Preferred Shares held by such Holder relative to the number of Series E Preferred Shares outstanding) of all Series E Preferred Shares being redeemed and (ii) the Company shall have complied with its obligations to convert Notes pursuant to the terms of Section 4 hereof, in the case of each of clause (i) and clause (ii), during the period of the Redemption Record Date through the redemption date, inclusive. On or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes to the Company at Redemption Option, the place designated in the Company's redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon to the redemption date, election shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, null and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption datevoid.

Payment of Redemption Price. (a) Subject to receipt of funds by the Paying Agent as provided in Section 3.02(h) of this Eighteenth Supplemental Indenture, payment for each Note to be redeemed shall be made promptly after the later of (i) The amount of the redemption price on the Notes redeemed, on any redemption set forth herein, shall be paid to the holders of the Notes in cash. (ii) The Company's written notice shall specify the time and place of the redemption of all but not less than all the Redemption Date for such Notes, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied time such Note (together with its obligations to convert Notes pursuant all necessary endorsements) is surrendered or transferred, by book-entry, to the terms of Section 4 hereof, Trustee or the Paying Agent by the Holder thereof in the case manner required by Section 4.08 of each this Eighteenth Supplemental Indenture (except that, if the Redemption Date is after an Interest Record Date and before the immediately following Interest Payment Date, then accrued and unpaid interest on such Notes to, but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Holder(s) of clause record of such Notes at the close of business on such Interest Record Date without any requirement to surrender such Notes to the Paying Agent). The Paying Agent shall return to the Company, as soon as practicable and upon receipt of written instructions, any money not required for that purpose. (b) If, by 11:00 A.M., New York City time on the applicable Redemption Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Redemption Price on all the Notes or portions thereof that are to be redeemed on such Redemption Date, then (i) and clause such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Redemption Price and previously accrued but unpaid interest upon delivery of the Notes). (c) If the Redemption Price of any Note shall not be fully and duly paid in accordance herewith upon redemption, during the period portion of the Redemption Record Price that is not paid on the applicable Redemption Date through the redemption date, inclusive. On or after the redemption date, each holder shall bear interest pursuant to Section 3.02(f)(iv) of Notes this Eighteenth Supplemental Indenture and such Note shall continue to be redeemed shall present and surrender such holder's Notes convertible pursuant to the Company at the place designated in the redemption notice and thereupon the redemption price Article XII of the Notes, and any unpaid interest and Payments thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption datethis Eighteenth Supplemental Indenture.

Payment of Redemption Price. (ia) The amount In the event of a redemption of Securities by the redemption price on Company, the Notes redeemed, on any redemption set forth herein, Company shall pay or cause to be paid to the holders Trustee or any Paying Agent the Redemption Price; PROVIDED, HOWEVER, that installments of interest that mature on or prior to the Notes Redemption Date shall be payable in cash. (ii) The Company's written notice shall specify the time and place of the redemption of all but not less than all the Notes, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied with its obligations to convert Notes pursuant to the terms of Section 4 hereof, in the case of each Registered Securities, to the Holders of clause (i) and clause (ii)such Securities, during or one or more Predecessor Securities, registered as such at the period close of business on the relevant Regular Record Date and, in the case of Bearer Securities, to the holder of the Redemption Record Date through coupon with respect thereto, in each case according to the terms and provisions of Article II; and PROVIDED FURTHER, that Bearer Securities and coupons shall be payable only at an office or agency outside the United States (except as otherwise provided in the form of Bearer Definitive Security set forth in Exhibit A hereto). (b) If any Bearer Definitive Security surrendered for redemption date, inclusive. On or shall not be accompanied by all appurtenant coupons maturing after the redemption dateRedemption Date, each holder of Notes to such Security may be redeemed shall present and surrender such holder's Notes paid after deducting from the Redemption Price an amount equal to the Company at face amount of all missing coupons or the place designated in the redemption notice and thereupon the redemption price surrender of the Notes, and any unpaid interest and Payments thereon to the redemption date, shall such missing coupons or coupon may be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption waived by the Company and the Trustee, if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Definitive Security shall surrender to any Paying Agent any missing coupon in respect of which a deduction shall have been made from the Redemption Price, if any, such Holder shall be irrevocableentitled to receive the amount so deducted; PROVIDED, HOWEVER, that interest represented by coupons shall be payable only upon presentation and any failure by surrender of those coupons at an office or agency located outside the Company to redeem all United States (except as otherwise provided in the unconverted Notes for cash on the redemption dateform of Bearer Security set forth in Exhibit A hereto).

Payment of Redemption Price. (a) Subject to receipt of funds by the Paying Agent as provided in Section 3.02(h) of this Supplemental Indenture, payment for each Note to be redeemed shall be made promptly after the later of (i) The amount of the redemption price on the Notes redeemed, on any redemption set forth herein, shall be paid to the holders of the Notes in cash. (ii) The Company's written notice shall specify the time and place of the redemption of all but not less than all the Notes, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration Date for such Note, and (ii) the Company shall have complied time such Note (together with its obligations to convert Notes pursuant all necessary endorsements) is surrendered or transferred, by book-entry, to the terms of Section 4 hereof, Trustee or the Paying Agent by the Holder thereof in the case manner required by the Notice of each Redemption; provided, that, if the Redemption Date is after an Interest Record Date and on or prior to the immediately following Interest Payment Date, then accrued and unpaid interest (including Additional Interest, if any) on such Note to, but excluding, such Interest Payment Date shall be paid, on such Interest Payment Date, to the Holder of clause record of such Note at the close of business on such Interest Record Date without any requirement to surrender such Note to the Paying Agent. The Paying Agent shall return to the Company, as soon as practicable and upon receipt of written instructions, any money not required for that purpose. (b) If, by 11:00 a.m., New York City time on the applicable Redemption Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Redemption Price on all the Notes or portions thereof that are to be redeemed on such Redemption Date, then (i) and clause such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Redemption Price and previously accrued but unpaid interest). (c) If the Redemption Price of any Note shall not be fully and duly paid in accordance with this Section 4.09, during the period portion of the Redemption Record Date through the redemption datePrice that is not so paid shall bear interest pursuant to Section 3.02(f)(iv), inclusive. On or after the redemption date, each holder of Notes and such Note shall continue to be redeemed shall present convertible pursuant to Article XII of this Supplemental Indenture, until such Redemption Price and surrender such holder's Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid accrued interest and Payments thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption datehave been paid.

Payment of Redemption Price. (iIf such holder shall elect to have its shares redeemed pursuant to Section 9(a)(i) The amount of the redemption price on the Notes redeemedabove, on any redemption set forth herein, shall be paid to the holders of the Notes in cash. (ii) The Company's written notice shall specify the time and place of the redemption of all but not less than all the Notes, calling upon each holder of record to surrender to the Company on shall pay the redemption date at the place designated in the notice all the Notes still owned of record by Mandatory Redemption Price to such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than within thirty (30) nor more than sixty (60) trading days after of the Company’s receipt of the holder’s Notice in Response to Inability to Convert, provided that prior to the Company’s receipt of the holder’s Notice in Response to Inability to Convert the Company has not delivered a notice to such holder stating, to the satisfaction of the holder, that the event or condition resulting in the Mandatory Redemption Record Date. Such written redemption notice has been cured and all shares of Common Stock issuable to such holder can and will be of no effect unless (i) there shall be Effective Registration and (ii) delivered to the Company shall have complied holder in accordance with its obligations to convert Notes pursuant to the terms of Section 4 hereof2(c). If the Company shall fail to pay the applicable Mandatory 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 Redemption Price), in addition to any remedy such holder of Series CC Preferred Stock may have, such unpaid amount shall bear interest at the case rate of each of clause 1.5% per month (prorated for partial months) until paid in full. Until the full Mandatory Redemption Price is paid in full to such holder, such holder may (i) and clause void the Mandatory Redemption with respect to those Series CC Preferred Stock for which the full Mandatory Redemption Price has not been paid, (ii)) receive back such Series CC Preferred Stock, and (iii) require that the Conversion Price of such returned Series CC Preferred Stock be adjusted to the lesser of (A) the Conversion Price and (B) the lowest VWAP of the Common Stock during the period of the Redemption Record Date through the redemption date, inclusive. On or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon to the redemption date, shall be paid in cash to or beginning on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, Conversion Date and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash ending on the redemption datedate the holder voided the Mandatory Redemption.

Payment of Redemption Price. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within five (5) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. The Company shall deliver the Optional Redemption Price to the Holder on the Optional Redemption Date. In the event of a redemption of less than all of the Principal of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 7(b)) representing the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Principal that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (i) The amount of the redemption price on the Notes redeemed, on any redemption set forth herein, Redemption Notice shall be paid null and void with respect to the holders of the Notes in cash. (ii) The Company's written notice shall specify the time and place of the redemption of all but not less than all the Notessuch Principal, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied immediately return this Note, or issue a new Note (in accordance with Section 7(b)) to the Holder representing such Conversion Amount. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to convert Notes pursuant make any payments of Late Charges which have accrued prior to the terms date of Section 4 hereof, in the case of each of clause (i) and clause (ii), during the period of the Redemption Record Date through the redemption date, inclusive. On or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes notice with respect to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon Conversion Amount subject to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption datesuch notice.

Payment of Redemption Price. (i) The amount of the redemption price on the Notes redeemed, on any redemption set forth herein, shall be paid to the holders Holders of the Notes in cash. (ii) The Company's ’s written notice shall specify the time and place of the redemption of all but not less than all the Notes, calling upon each holder Holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder Holder on the redemption date. The date such written notice is received by a holder Holder is the "REDEMPTION RECORD DATE“Redemption Record Date." ” The redemption date shall be not fewer than thirty fifteen (3015) nor more than sixty (60) trading days Trading Days after the Redemption Record Date. Such written ; provided that, to the extent that any Holder then requiring HSR Approval prior to converting its Notes into Ordinary Shares shall not have obtained the HSR Approval, such 15 day to 60 day notice period shall commence on the date that such Holder shall have received such HSR Approval, but in no event shall such period commence later than the later of (A) thirty-five (35) days after the receipt by the Holder of the notice of redemption notice will be of no effect unless (i) there shall be Effective Registration and (iiB) thirty (30) days after the Company shall have complied with its obligations to convert Notes pursuant to the terms of Section 4 hereof, in the case of each of clause (i) and clause (ii), during the period of the Redemption Record Date through the redemption date, inclusivemakes all required HSR filings. On or after the redemption date, each holder Holder of Notes to be redeemed shall present and surrender such holder's Holder’s Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon to the redemption date, Notes shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled immediately by the Company. Any notice of redemption by the Company shall be irrevocable, . (iii) If a notice of redemption has been given pursuant to this Section 3 and any failure by Holder of Notes shall, prior to the Company to redeem all close of business on the unconverted Notes for cash on business day immediately preceding the redemption date, give written notice to the Company pursuant to Section 4 below of the conversion of any or all of the Notes held by the Holder and to be redeemed, then such redemption shall not become effective as to such Notes to be converted and such conversion shall become effective as provided in Section 4 below. Any Note called for redemption may not be converted after the close of business on the Trading Day immediately preceding the redemption date, unless the Company shall default in paying the redemption price for such Note on such redemption date.

Payment of Redemption Price. (i) The amount of the redemption price on the Notes redeemed, on any redemption set forth herein, shall be paid to the holders of the Notes in cashcash (to the extent funds are legally available therefor and such redemption is not prohibited by the terms of its outstanding indebtedness). (ii) The Company's written Not less than 15 days nor more than 45 days (such date as fixed by the board of directors of the Company is referred to herein as the "Redemption Record Date") prior to the date fixed for any redemption of the Notes pursuant to this Section 3, a notice shall specify specifying the time and place of the redemption of all but not less than all the NotesNotes shall be given by first class mail, postage prepaid, to the holders of record on the Redemption Record Date of the Notes to be redeemed at their respective addresses as the same shall appear on the books of the Company, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder. Neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder on shall affect the sufficiency of the notice or the validity of the proceedings for redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied with its obligations to convert Notes pursuant respect to the terms of Section 4 hereof, in the case of each of clause (i) and clause (ii), during the period of the Redemption Record Date through the redemption date, inclusiveother holders. On or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any . (iii) If a notice of redemption has been given pursuant to this Section 3 and if, on or before the redemption date, the funds necessary for such redemption (including all interest on the Notes to be redeemed that will accrue to the redemption date) shall have been set aside by the Company, separate and apart from its other funds, in trust for the benefit of the holders of all the Notes, then, notwithstanding that any Notes have not been surrendered for cancellation, on the redemption date interest shall cease to accrue on the Notes to be redeemed, and at the close of business on the date on which such funds have been segregated and set aside by the Company as provided in this Subsection 3(b)(iii), the holders of the Notes shall be irrevocablehave no rights with respect thereto, except the conversion rights provided in Subsection (iv) of this Section 3(b) and Section 4 below and the right to receive the moneys payable upon such redemption, without interest thereon, upon surrender of their Notes. (iv) If a notice of redemption has been given pursuant to this Section 3 and any failure holder of Notes shall, prior to the close of business on the business day immediately preceding the redemption date, give written notice to the Company pursuant to Section 4 below of the conversion of any or all of the Notes to be redeemed held by the holder (accompanied by the Note or Notes), then such redemption shall not become effective as to such Notes to be converted and such conversion shall become effective as provided in Section 4 below, whereupon any funds deposited by the Company to redeem all the unconverted Notes for cash on the redemption dateof such notes shall (subject to any right of the holder of such Notes to receive the interest payable thereon as provided in Section 4 below) immediately upon such conversion be returned to the Company or, if then held in trust by the Company, shall automatically and without further corporate action or notice be discharged from the trust.

Payment of Redemption Price. The redemption price applicable under the provisions of subsection (K) shall be determined within 30 days of the date on which Optionee shall notify Company that Optionee is requiring a redemption of this Warrant or the shares. The redemption price shall be paid to Optionee in cash within ten days thereafter upon surrender by Optionee of this Warrant or the shares, provided however, that such payment of the redemption price shall be subject to the ability of Company reasonably to obtain debt or' equity financing which may be necessary to fund such payment. In the event that Company shall be unable to pay the redemption price solely for the reason specified in the preceding sentence within 90 days of when due, Optionee shall have the right, at Optionee's sole discretion, to either: (i) The rescind the demand for the redemption of this Warrant or the shares whereupon all rights of Optionee to require redemption of this Warrant or the shares at any future date in accordance with the terms and provisions of subsection K and this subsection (L) shall remain in full force and effect, or (ii) accept payment of the redemption price by the execution and delivery by Company to Optionee of a Promissory Note in the amount of the redemption price on price, in the Notes redeemed, on any redemption set forth herein, shall be paid form of the Promissory Note attached as Exhibit A to the holders of the Notes Loan Agreement, except that such Promissory Note would be payable in cash. (ii) The Company's written notice shall specify the time and place of two equal consecutive annual installments commencing one year after the redemption of the Warrants or the shares. Any such Promissory Note would thereafter constitute a "Note" for all but not less than all purposes under the NotesLoan Agreement, calling upon each holder including without limitation, that payment of record to surrender the indebtedness represented by such Promissory Note would be secured by the Collateral subject to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATESecurity Agreement." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied with its obligations to convert Notes pursuant to the terms of Section 4 hereof, in the case of each of clause (i) and clause (ii), during the period of the Redemption Record Date through the redemption date, inclusive. On or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes to the Company at the place designated in the redemption notice and thereupon the redemption price of the Notes, and any unpaid interest and Payments thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in the Note Register (as herein defined) as the owner thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption date

Payment of Redemption Price. (i) The If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of Notes specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption. In such case and if moneys in the necessary amount to pay such Notes or portions of Notes at the redemption price, together with interest thereon to the date fixed for redemption, shall prior to the date fixed for redemption have been deposited in trust with the Trustee, interest on such Notes or portions of Notes shall cease to accrue on and after the date fixed for redemption. Interest on Notes or portions of Notes called for redemption as aforesaid shall cease to accrue on and after the date fixed for redemption, in any event, irrespective of whether or not any such deposit in trust or setting aside and segregation in trust shall have been made, except with respect to any Note or portion thereof so called for redemption on which the Company shall default in the payment of the redemption price price, together with interest accrued thereon to the date fixed for redemption. On presentation and surrender of such Notes on or after the date fixed for redemption at the place of payment specified in the notice, such Notes redeemed, on any redemption set forth herein, shall be paid and redeemed at the applicable redemption price, together with interest accrued thereon to the holders date fixed for redemption. Upon presentation of the Notes any Note which is redeemed in cash. (ii) The Company's written notice shall specify the time and place of the redemption of all but not less than all the Notespart only, calling upon each holder of record to surrender to the Company on the redemption date at the place designated in the notice all the Notes still owned of record by such holder on the redemption date. The date such written notice is received by a holder is the "REDEMPTION RECORD DATE." The redemption date shall be not fewer than thirty (30) nor more than sixty (60) trading days after the Redemption Record Date. Such written redemption notice will be of no effect unless (i) there shall be Effective Registration and (ii) the Company shall have complied with its obligations to convert Notes pursuant execute and the Trustee shall authenticate and deliver to the terms of Section 4 hereofholder thereof, in at the case of each of clause (i) and clause (ii), during the period expense of the Redemption Record Date through the redemption dateCompany, inclusive. On a new Note or after the redemption date, each holder of Notes to be redeemed shall present and surrender such holder's Notes in principal amount equal to the Company unredeemed portion of the Note so presented or, at the place designated in the redemption notice and thereupon the redemption price option of the Notesholder, and any unpaid interest and Payments the same may be presented for notation thereon to the redemption date, shall be paid in cash to or on the order of the person whose name appears in payment, as of the Note Register (as herein defined) as date fixed for redemption, of the owner redeemed portion of the principal thereof, and each surrendered Note shall be canceled by the Company. Any notice of redemption by the Company shall be irrevocable, and any failure by the Company to redeem all the unconverted Notes for cash on the redemption date.