Common use of Prepayment at the Option of the Company Clause in Contracts

Prepayment at the Option of the Company. Subject to the provisions of this Section 2(d) and Section 4.16 of the Purchase Agreement, at any time on or after the one (1)-year anniversary of the Original Issue Date of this Note, the Company may, provided that the Equity Conditions are satisfied (subject to the proviso below), deliver a notice to the Holder (a “Prepayment Notice” and the date such notice is deemed delivered hereunder, the “Prepayment Notice Date”) of its irrevocable election to prepay all, but not less than all, of the then outstanding principal amount of this Note (including, for the avoidance of doubt, any original issue discount) for cash in an amount equal to the entire outstanding principal amount of this Note, all accrued and unpaid interest hereunder, the applicable Prepayment Premium and all other amounts due and payable hereunder (the “Prepayment Amount”) on the thirtieth (30th) Trading Day following the Prepayment Notice Date (such date, the “Prepayment Date”, such thirty (30) Trading Day period, the “Prepayment Period”); provided, that if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfied. The Prepayment Amount shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Prepayment Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Prepayment Period (subject to the proviso below), then, at the option of the Holder, the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that it will honor all Notices of Conversion tendered by the Holder at any time, and from the time, after the delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the Prepayment Notice to the Holder, publicly announce its intention to prepay this Note by means of a press release in compliance with the applicable rules of the SIX Swiss Exchange and filing of a Report of a Foreign Private Issuer on Form 6-K filed with the Commission. If any portion of Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate equal to the lesser of twelve and one-half percent (12.5%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Prepayment Amount remains unpaid after the Prepayment Date (other than as otherwise converted at the election of the Holder) then the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such prepayment, ab initio, solely with respect to the portions of the Prepayment Amount not paid. For the avoidance of doubt, the Holder may elect to convert all or a portion of the outstanding principal amount of this Note, at any time, and from time to time, pursuant to Section 4 prior to actual payment in cash of the Prepayment Amount under this Section 2(d) by the delivery of a Notice of Conversion to the Company.

Prepayment at the Option of the Company. Subject to the provisions of this Section 2(d(a) and Section 4.16 of the Purchase Agreement, at At any time on or after the one (1)-year anniversary of following the Original Issue Date of this Note, the Company may, provided that the Equity Conditions are satisfied (subject and prior to the proviso below)Maturity Date, deliver upon delivery of a written notice to the Holder (a “"Company Prepayment Notice” " and the date such notice is deemed delivered hereunderby the Company, the “Prepayment "Company Notice Date”) of its irrevocable election "), the Company shall be entitled to prepay all, but not less than all, of the then outstanding a principal amount of this Note (including, for the avoidance of doubt, any original issue discount) for cash in an amount equal to the entire outstanding principal amount of this Note, all accrued and unpaid interest hereunder, the applicable Prepayment Premium and all other amounts due and payable hereunder (the “Prepayment Amount”) on the thirtieth (30th) Trading Day following the Prepayment Notice Date (such date, the “Prepayment Date”, such thirty (30) Trading Day period, the “Prepayment Period”); provided, that if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfied. The Prepayment Amount shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Prepayment Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Prepayment Period (subject to the proviso below), then, at the option of the Holder, the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that it will honor all Notices of Conversion tendered by the Holder at any time, and from the time, after the delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the Prepayment Notice to the Holder, publicly announce its intention to prepay this Note by means of a press release in compliance with the applicable rules of the SIX Swiss Exchange and filing of a Report of a Foreign Private Issuer on Form 6-K filed with the Commission. If any portion of Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate Unsecured Debentures equal to the lesser of twelve (x) the aggregate outstanding principal amount of Unsecured Debentures then held by the Holder and one-half percent (12.5%y) per annum or the maximum rate permitted by applicable law until such principal amount of Unsecured Debentures which may be converted without violation of Section 5(d)(i), in either case, for an amount in cash equal to the Company Prepayment Price. Notwithstanding anything herein to the contrary, the Company shall only be entitled to deliver a Company Prepayment Notice pursuant to the terms hereof if the Equity Conditions are satisfied with respect to all shares of Common Stock issuable upon a Company Notice Date. If any of Equity Conditions shall cease to be in effect during the period between the Company Notice Date and the date the Company Prepayment Price is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Prepayment Amount remains unpaid after the Prepayment Date (other than as otherwise converted at the election of the Holder) then the Holder subject to such prepayment may elect, by written notice to the Company given at any time thereafterafter any of the Equity Conditions shall cease to be in effect, to invalidate ab initio such optional prepayment, ab initio, solely with respect notwithstanding anything herein contained to the portions of the Prepayment Amount not paidcontrary. For the avoidance of doubt, the The Holder may elect to convert all or a any portion of the outstanding principal amount of this Note, at any time, and from time the Unsecured Debentures subject to time, pursuant to Section 4 a Company Prepayment Notice prior to actual payment the date that the Company Prepayment Price is due and paid in cash full. Once delivered, the Company shall not be entitled to rescind a Company Prepayment Notice. (b) The Company Prepayment Price shall be due on the 30th Trading Day immediately following the Company Notice Date. Any such prepayment shall be free of any claim of subordination. If any portion of the Company Prepayment Amount Price shall not be timely paid by the Company, interest shall accrue thereon at the rate of 12% per annum (or the maximum rate permitted by applicable law, whichever is less) until the Company Prepayment Price plus all such interest is paid in full, which payment shall constitute liquidated damages and not a penalty. In addition, if any portion of the Company Prepayment Price remains unpaid after such date, the Holder subject to such prepayment may elect by written notice to the Company to invalidate ab initio such Company Prepayment Notice with respect to the unpaid amount, notwithstanding anything herein contained to the contrary. If the Holder makes such an election, this Unsecured Debenture shall be reinstated with respect to such unpaid amount and the Company shall no longer have any prepayment rights under this Section 2(d) by the delivery of a Notice of Conversion to the Company7.

Prepayment at the Option of the Company. Subject to the provisions of this Section 2(d) and Section 4.16 of the Purchase Agreement, at At any time on or after the one (1)-year anniversary of following the Original Issue Date of this Note, the Company may, provided that the Equity Conditions are satisfied (subject and prior to the proviso below)Maturity Date, deliver upon delivery of a written notice to the Holder Investor (such notice, a “Prepayment Notice” and the date such notice is deemed delivered hereunder”), the “Prepayment Notice Date”) of its irrevocable election Company shall be entitled to prepay all, but not less than all, all of the then then-outstanding principal amount of this Note (including, for the avoidance of doubt, any original issue discount) for a payment amount in Dollars in cash in an amount equal to the sum of: (i) 100% of the then-outstanding principal amount of this Note on the 31st Trading Day immediately following the date of the Prepayment Notice (the “Prepayment Date”); (ii) all accrued but unpaid interest thereon through the Prepayment Date; (iii) the interest that would have been due on such principal amount as if such principal amount had been held for the entire term of this Note until the Maturity Date, provided, however, that no such interest shall be required to be paid by the Company if the Closing Price of the Common Stock for the 20 consecutive Trading Days immediately preceding (but not including) the Prepayment Date is greater than $3.00 per share (subject to equitable adjustment as a result of the events set forth in Sections 10(a), (b) and (c), including if such events occur during such measurement period); (iv) other amounts then owing to the Investor under the Transaction Documents; and (v) an additional amount (such additional amount, the “Prepayment Premium”) equal to the greater of (1) the product of the number of shares of Common Stock underlying the then-outstanding principal amount of this Note, all accrued and unpaid multiplied by the Black Scholes valuation of an American call option on one share of Common Stock (assuming an exercise price equal to the then-current Conversion Price, a risk free interest hereunderrate corresponding to the U.S. treasury rate for a period equal to the remaining term of this Note as of the date of the Prepayment Notice, an expected volatility equal to the applicable Prepayment Premium and all other amounts due and payable hereunder (the “Prepayment Amount”) 90-day historic volatility on the thirtieth (30th) Trading Day following day prior to the date of the Prepayment Notice Date (such dateobtained from the HVT function on Bloomberg, an expected life equal to the “Prepayment Date”, such thirty (30) Trading Day period, the “Prepayment Period”); provided, that if remaining term of this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (eand a dividend yield of 0%) and (f2) 25% of the definition then-outstanding principal amount of “Equity Conditions” this Note. Payments of interest pursuant to this Section 5(d) shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfied. The Prepayment Amount shall be due and payable in full the same manner as interest may be paid, in cash (by wire transfer of immediately available funds in accordance with Section 2(a) hereof, or subject to the account of conditions set forth in Section 2(b) hereof, in registered Common Stock in accordance with the Holderterms and valuation set forth in Section 2(b) on the Prepayment Datehereof. Notwithstanding the foregoing, if the Company may, at its option, on the Prepayment Date, elect to pay (in lieu of cash) the Prepayment Premium by delivering such number of shares of Common Stock covered by an effective registration statement with a fair market value (based on the average of the Closing Prices for the five consecutive Trading Days immediately preceding the date of the Prepayment Notice) equal to the Prepayment Premium; provided, however, that the Equity Conditions cease Are Satisfied for such shares of Common Stock to be satisfied on any Trading Day during delivered as payment of the Prepayment Period (subject Premium. The Company must deliver written notice to the proviso below), then, at the option of the Holder, Investor indicating whether it will pay the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Premium in Common Stock at least ten (10) Trading Day immediately preceding Days prior to the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered by the Holder at any time, and from the time, after the time of delivery of the Prepayment Notice through 6:30 p.m. on the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the Prepayment Notice Trading Day prior to the Holder, publicly announce its intention to prepay this Note by means of a press release in compliance with the applicable rules of the SIX Swiss Exchange and filing of a Report of a Foreign Private Issuer on Form 6-K filed with the Commission. If any portion of Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate equal to the lesser of twelve and one-half percent (12.5%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Prepayment Amount remains unpaid after the Prepayment Date (other than as otherwise converted at the election of the Holder) then the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such prepayment, ab initio, solely with respect to the portions of the Prepayment Amount not paid. For the avoidance of doubt, the Holder may elect to convert all or a portion of the outstanding principal amount of this Note, at any time, and from time to time, pursuant to Section 4 prior to actual payment in cash of the Prepayment Amount under this Section 2(d) by the delivery of a Notice of Conversion to the Company.

Prepayment at the Option of the Company. Subject to the provisions of this Section 2(d) and Section 4.16 of the Purchase Agreement2(c), at any time on after (x) the Company’s execution of a binding definitive agreement providing for a Change of Control Transaction and the satisfaction of all conditions precedent to the consummation of such Change of Control Transaction (except for those conditions precedent that by their nature can only be satisfied at the closing of such Change of Control Transaction) or after the one (1)-year anniversary of the Original Issue Date of this Notey) February 28, the Company may2018, and provided that the Equity Conditions are satisfied during the Prepayment Period (subject to unless waived by the proviso belowHolder in writing), the Company may deliver a notice to the Holder and the holders of the other outstanding Debentures (a “Prepayment Notice” and the date such notice is deemed delivered hereunder, the “Prepayment Notice Date”) of its irrevocable election to prepay redeem all, but not less than all, of the then outstanding principal amount of this Note Debenture and the other outstanding Debentures (including, for the avoidance of doubt, any original issue discount) for cash in an amount equal to the entire outstanding principal amount of this Note, all accrued and unpaid interest hereunder, the applicable Prepayment Premium and all other amounts due and payable hereunder (the “Prepayment Amount”) Amount on the thirtieth (30th) Trading Day following the Prepayment Notice Date (such date, the “Prepayment Date”, such thirty (30) Trading Day period, the “Prepayment Period”); provided, that if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfied. The Prepayment Amount shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Prepayment Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Prepayment Period (subject to the proviso below), then, at the option of the Holder, the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that it will honor honor, in accordance with the terms of this Debenture, all Notices of Conversion and, to the extent that this Debenture is Stock On, all Holder Redemption Notices, tendered by the Holder at any time, and from the time, after the time of delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the Prepayment Notice to the Holder, publicly announce its intention to prepay this Note Debenture, and if such prepayment is in connection with a Change of Control Transaction, all material terms of such Change of Control Transaction, by means of a press release in compliance with the applicable rules of the SIX Swiss Exchange and filing of a Current Report of a Foreign Private Issuer on Form 68-K filed with the Commission. If any portion of Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate equal to the lesser of twelve and one-half fifteen percent (12.515%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if (1) any portion of the Prepayment Amount remains unpaid after the Prepayment Date Date, (other than as otherwise converted at 2) the election Equity Conditions are not satisfied during the Prepayment Period, or (3) the prepayment is in connection with a Change of Control Transaction, but the Change of Control Transaction is not consummated within one (1) Trading Day after the payment of the Holder) then Prepayment Amount, then, in each case, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such prepayment, ab initio, solely with respect to the portions of the Prepayment Amount not paid. For the avoidance of doubt, the Holder may elect to convert all or a portion of the outstanding principal amount of this Note, at any time, and from time to time, the Debenture pursuant to Section 4 prior to actual payment in cash of the Prepayment Amount under this Section 2(d2(c) by the delivery of a Notice of Conversion to the Company.

Prepayment at the Option of the Company. Subject to the provisions of this Section 2(d) and Section 4.16 of the Purchase Agreement2(e), at any time on or after the one (1)-year anniversary of the Original Issue Date of this NoteFebruary __, 2022 and before February __, 2023, the Company may, provided that the Equity Conditions are satisfied (subject to the proviso below), may deliver a notice to the Holder (a “Prepayment Notice” and the date such notice is deemed delivered hereunder, the “Prepayment Notice Date”) of its irrevocable election to prepay all, but not less than all, a portion of the then outstanding principal amount of this Note (including, for not to exceed the avoidance of doubt, any original issue discount) Prepayment Limitation for cash in an amount equal to the entire outstanding principal amount balance of this NoteNote being prepaid, all accrued and unpaid interest hereunderthereon, the applicable Prepayment Premium and all other amounts due and payable hereunder the Catch-up Interest Amount calculated for this purpose only on the principal amount of this Note being prepaid (the “Prepayment Amount”) on the thirtieth (30th) 20th Trading Day following the Prepayment Notice Date (such date, the “Prepayment Date”, such thirty (30) 20 Trading Day period, the “Prepayment Period”); provided. For clarity, that the Company shall have no right to make any prepayment hereunder if the outstanding principal amount of this Note is not In-the-Money on to be prepaid, when added to the Trading Day immediately preceding cumulative, aggregate principal amount of this Note previously prepaid hereunder, would exceed the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfiedLimitation. The Prepayment Amount shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Prepayment Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Prepayment Period (subject to the proviso below), then, at the option of the Holder, the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that it will honor all Notices of Conversion tendered by the Holder at any time, and from the time, after the delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the Prepayment Notice to the Holder, publicly announce its intention to prepay this Note by means of a press release in compliance with the applicable rules of the SIX Swiss Exchange and filing of a Current Report of a Foreign Private Issuer on Form 68-K filed with the Commission. If any portion of Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate equal to the lesser of twelve and one-half ten percent (12.510%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Prepayment Amount remains unpaid after the Prepayment Date (other than as otherwise converted at the election of the Holder) then the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such prepayment, ab initio, solely with respect to the portions of the Prepayment Amount not paid. For the avoidance of doubt, the Holder may elect to convert all or a portion of the outstanding principal amount of this the Note, at any time, and from time to time, pursuant to Section 4 prior to actual payment in cash of the Prepayment Amount under this Section 2(d2(e) by the delivery of a Notice of Conversion to the Company.

Prepayment at the Option of the Company. Subject to the provisions of this Section 2(d) and Section 4.16 of the Purchase Agreement3(a), at any time on or after the one (1)-year anniversary of the Original Issue Date of this NoteMarch 3, 2024, the Company may, provided that the Equity Conditions are satisfied (subject to the proviso below), may deliver a notice to the Holder and the holders of the other outstanding Debentures (a “Prepayment Notice” and the date such notice is deemed delivered hereunder, the “Prepayment Notice Date”) of its irrevocable election to prepay redeem all, but not less than all, of the then outstanding principal amount of this Note Debenture and the other outstanding Debentures (including, for the avoidance of doubt, any original issue discount) for cash in an amount equal to the entire outstanding principal amount of this Note, all accrued Prepayment Amount and unpaid interest hereunder, the applicable Prepayment Premium and all other amounts due and payable hereunder (the “Prepayment Amount”) Exit Payment on the thirtieth (30th) Trading Day following the Prepayment Notice Date (such date, the “Prepayment Date”, such thirty (30) Trading Day period, the “Prepayment Period”); provided, that if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfied. The Prepayment Amount and the Exit Payment shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Prepayment Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Prepayment Period (subject to the proviso below), then, at the option of the Holder, the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that, to the extent that this Debenture is Stock On, it will honor all Notices of Conversion Holder Redemption Notices, tendered by the Holder at any time, and from the time, after the time of delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the Prepayment Notice to the Holder, publicly announce its intention to prepay this Note Debenture by means of a press release in compliance with the applicable rules of the SIX Swiss Exchange and filing of a Current Report of a Foreign Private Issuer on Form 68-K filed with the Commission. If any portion of Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate equal to the lesser of twelve and one-half ten percent (12.510%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Prepayment Amount remains unpaid after the Prepayment Date (other than as otherwise converted at the election of the Holder) Date, then the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such prepayment, ab initio, solely with respect to the portions of the Prepayment Amount not paid. For the avoidance of doubt, the Holder Company may elect to convert all or a portion of the outstanding principal amount of not prepay this Note, at any time, and from time to time, Debenture pursuant to this Section 4 3(a) prior to actual payment in cash of the Prepayment Amount under this Section 2(d) by the delivery of a Notice of Conversion to the CompanyMarch 3, 2024.

Prepayment at the Option of the Company. Subject to the provisions of this Section 2(d) and Section 4.16 of the Purchase Agreement2(c), at any time on after (x) the Company’s execution of a binding definitive agreement providing for a Change of Control Transaction and the satisfaction of all conditions precedent to the consummation of such Change of Control Transaction (except for those conditions precedent that by their nature can only be satisfied at the closing of such Change of Control Transaction) or after the one (1)-year anniversary of the Original Issue Date of this Notey) October 19, the Company may2018, and provided that the Equity Conditions are satisfied during the Prepayment Period (subject to unless waived by the proviso belowHolder in writing), the Company may deliver a notice to the Holder (a an “Prepayment Notice” and the date such notice is deemed delivered hereunder, the “Prepayment Notice Date”) of its irrevocable election to prepay redeem all, but not less than all, of the then outstanding principal amount of this Note Debenture (including, for the avoidance of doubt, any original issue discount) for cash in an amount equal to the entire outstanding principal amount of this Note, all accrued and unpaid interest hereunder, the applicable Prepayment Premium and all other amounts due and payable hereunder (the “Prepayment Amount”) Amount on the thirtieth (30th) ] Trading Day following the Prepayment Notice Date (such date, the “Prepayment Date”, such thirty (30) Trading Day period, the “Prepayment Period”); provided, that if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfied. The Prepayment Amount shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Prepayment Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Prepayment Period (subject to the proviso below), then, at the option of the Holder, the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that it will honor all Notices of Conversion and, to the extent that this Debenture is Stock On, all Holder Redemption Notices, tendered by the Holder at any time, and from the time, after the time of delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the Prepayment Notice to the Holder, publicly announce its intention to prepay this Note Debenture, and if such prepayment is in connection with a Change of Control Transaction, all material terms of such Change of Control Transaction, by means of a press release in compliance with the applicable rules of the SIX Swiss Exchange and filing of a Current Report of a Foreign Private Issuer on Form 68-K filed with the Commission. If any portion of Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate equal to the lesser of twelve and one-half seventeen percent (12.517%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if (1) any portion of the Prepayment Amount remains unpaid after the Prepayment Date, (2) the Equity Conditions are not satisfied during the Prepayment Period, or (3) the prepayment is in connection with a Change of Control Transaction, but the Change of Control Transaction is not consummated on the Prepayment Date (other than as otherwise converted at substantially simultaneously with the election payment of the Holder) then Prepayment Amount, then, in each case, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such prepayment, ab initio, solely with respect to the portions of the Prepayment Amount not paid. For the avoidance of doubt, the Holder may elect to convert all or a portion of the outstanding principal amount of this Note, at any time, and from time to time, the Debenture pursuant to Section 4 prior to actual payment in cash of the Prepayment Amount under this Section 2(d2(c) by the delivery of a Notice of Conversion to the Company. For the further avoidance of doubt, if the prepayment is to be made in connection with a Change of Control Transaction, such Change of Control Transaction shall be consummated only on the Prepayment Date (not before or after).

Prepayment at the Option of the Company. Subject to the provisions of this Section 2(d) and Section 4.16 of the Purchase Agreement, at any time on or after the one (1)-year anniversary of the Original Issue Date of this Note), the Company may, provided that the Equity Conditions are satisfied (subject to the proviso below)at any time, deliver a notice to the Holder (a “Prepayment Notice” and the date such notice is deemed delivered hereunder, the “Prepayment Notice Date”) of its irrevocable election to prepay all, but not less than all, all or a portion of the then outstanding principal amount of this Note (including, for the avoidance of doubt, any original issue discount) for cash in an amount equal to the entire outstanding principal amount balance of this NoteNote or the applicable portion thereof, all accrued and unpaid interest hereunder, the applicable Prepayment Premium and all other amounts due and payable hereunder (the “Prepayment Amount”) on the thirtieth (30th) 7th Trading Day following the Prepayment Notice Date (such date, the “Prepayment Date”, such thirty (30) Trading Day period, the “Prepayment Period”); provided, that if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfied. The Prepayment Amount shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Prepayment Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Prepayment Period (subject to the proviso below), then, at the option of the Holder, the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that it will honor all Notices of Conversion tendered by the Holder at any time, and from the time, after the delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery within one Business Day of the Prepayment Date, publicly announce that it had delivered a Prepayment Notice to the HolderHolder and that the Company has (or, publicly announce its intention if applicable, has not) paid the Prepayment Amount to prepay this Note the Holder on the Prepayment Date by means of a or press release in compliance with the applicable rules of the SIX Swiss Exchange and filing of a Current Report of a Foreign Private Issuer on Form 68-K filed with the Commission. K. If any portion of Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate equal to the lesser of twelve and one-half percent (12.5%) 12% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Prepayment Amount remains unpaid after the Prepayment Date (other than as otherwise converted at the election of the Holder) then the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such prepayment, ab initio, solely with respect to the portions of the Prepayment Amount not paid. For the avoidance of doubtclarity, the Holder may elect Company’s failure to convert pay all or a portion of the outstanding principal amount of this Note, at any time, and from time to time, pursuant to Section 4 prior to actual payment in cash of Prepayment Amount on the Prepayment Amount under Date shall be an immediate Event of Default hereunder. This Note may only be prepaid in accordance with this Section 2(d) by the delivery ). Any partial repayment of a Notice this Note shall be in increments of Conversion to the Companyat least $1,000,0000.

Prepayment at the Option of the Company. Subject to (a) The Company shall have the provisions of this Section 2(d) right at all time and Section 4.16 of the Purchase Agreement, at any time on or after the one (1)-year anniversary of the Original Issue Date of this NoteDate, the Company may, provided that the Equity Conditions are satisfied (subject to the proviso below), deliver a upon seven Trading Days' notice to the Holder Holders (a “Prepayment Notice” an "OPTIONAL PREPAYMENT NOTICE" and the date such notice is deemed delivered hereunderreceived by the Holders, the “Prepayment Notice Date”) of its irrevocable election "NOTICE DATE"), to prepay all, but not less than all, all or a portion of the Notes then outstanding principal amount of this Note (including, for held by the avoidance of doubt, any original issue discount) for Holders at a cash in an amount price equal to the entire outstanding principal amount of this Note, all accrued and unpaid interest hereunderOptional Prepayment Price (as defined below). After the 90th day following the Original Issue Date, the applicable Prepayment Premium and all other amounts due and payable hereunder (the “Prepayment Amount”) on the thirtieth (30th) Trading Day following the Prepayment Notice Date (such date, the “Prepayment Date”, such thirty (30) Trading Day period, the “Prepayment Period”); provided, that if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then Company may only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied on the Prepayment Notice Date and during the Prepayment Period. And, for the avoidance of doubt, when this Note is In-the-Money all Equity Conditions must be satisfied. The Prepayment Amount shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Prepayment Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Prepayment Period (subject to the proviso below), then, at the option of the Holder, the Prepayment Notice may be deemed void ab initio, withdrawn and of no force and effect; provided, that, if this Note is not In-the-Money on the Trading Day immediately preceding the Prepayment Notice Date, then only clauses (b), (e) and (f) of the definition of “Equity Conditions” shall be required to be satisfied during the Prepayment Period. The Company covenants and agrees that it will honor all Notices of Conversion tendered by the Holder at any time, and from the time, after the delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the deliver an Optional Prepayment Notice to the HolderHolders if, publicly announce its intention on the Notice Date: (i) either there is an effective Underlying Shares Registration Statement pursuant to prepay this Note by means of a press release in compliance with which the applicable rules Holders are permitted to utilize the prospectus thereunder to resell all of the SIX Swiss Exchange issued Underlying Shares and filing all of the Underlying Shares as are issuable upon conversion in full of the Notes subject to the Optional Prepayment Notice nor may all of such issued or issuable Underlying Shares be sold without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a Report of written opinion letter, addressed and delivered prior to the Notice Date to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent and (ii) the Common Stock is listed for trading on the NASDAQ or on a Foreign Private Issuer on Form 6-K filed with the CommissionSubsequent Market. If any portion of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Prepayment Amount shall not be paid by the Company by the Prepayment Date, interest shall accrue thereon at an interest rate equal to the lesser of twelve and one-half percent (12.5%) per annum or the maximum rate permitted by applicable law until such amount Date is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Prepayment Amount remains unpaid after the Prepayment Date (other than as otherwise converted at the election of the Holder) then the Holder Holders subject to such prepayment may elect, by written notice to the Company given at any time thereafterafter any of the foregoing conditions shall cease to be in effect, to invalidate AB INITIO such prepayment, ab initio, solely with respect notwithstanding anything herein contained to the portions of contrary. After the Prepayment Amount not paid. For 90th day following the avoidance of doubtOriginal Issue Date, the Holder Holders may elect to convert all or a any portion of the outstanding principal amount of the Notes subject to an Optional Redemption Notice prior to the date that the Optional Prepayment Price is due and paid in full. (b) The Optional Prepayment Price is due on the seventh Trading Day following the Notice Date (the "DUE DATE"). If any portion of the Optional Prepayment Price shall not be paid by the Company by the Due Date, interest shall accrue thereon at the rate of 18% per annum (or the maximum rate permitted by applicable law, whichever is less) until the Optional Prepayment Price plus all such interest is paid in full. In addition, if any portion of the Optional Prepayment Price remains unpaid after such date, the Holder subject to such prepayment may elect by written notice to the Company to either (x) at any time after the 90th day following the Original Issue Date, demand conversion in accordance with the formula and the time period therefor set forth in Section 4 of any portion of the principal amount of the Note for which the Optional Prepayment Price, plus accrued liquidated damages thereof, has not been paid in full (the "UNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per Share Market Value shall be the lower of the Per Share Market Value calculated on the Due Date and the Per Share Market Value as of the Holder's written demand for exchange, or (y) invalidate AB INITIO such optional prepayment, notwithstanding anything herein contained to the contrary. If the Holder elects option (x) above, the Company shall, within three (3) Trading Days after such election is deemed delivered hereunder, deliver to the Holder the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount subject to such conversion demand and otherwise perform its obligations hereunder with respect thereto. If the Holder elects option (y) above, the aggregate principal amount under this Note and all interest due hereunder shall be increased by the Unpaid Prepayment Principal Amount and the Company shall no longer have any prepayment rights under this Note. If, at any timeupon an election under option (x) above, and from time the Company fails to time, pursuant to Section 4 prior to actual payment in cash deliver the certificates representing the shares of Common Stock issuable upon conversion of the Unpaid Prepayment Principal Amount under within the time period set forth in this Section 2(d) by Section, the delivery of a Notice of Conversion Company shall pay to the CompanyHolder in cash, as liquidated damages and not as a penalty, $5,000 per day until the Company delivers such certificates to the Holder. (c) The "OPTIONAL PREPAYMENT PRICE" for the principal amount of the Notes to be prepaid shall equal the sum of: (i) 133% of the principal amount of the Notes to be prepaid and (ii) all interest, other amounts, costs, expenses and liquidated damages due in respect of such Notes.