Prepayment by the Company. At any time upon ten (10) days written notice to the Holder, the Company may prepay any portion of the principal amount of this Note and any accrued and unpaid interest without premium or penalty provided that the Conversion Shares are then registered for public resale under the Securities Act or are eligible for resale without restriction under Rule 144 promulgated under the Securities Act and, in either case, are not subject to a lock-up or similar restriction.. If the Company exercises its right to prepay the Note, the Company shall make payment to the Holder of an amount in cash equal to the sum of (i) the then outstanding principal amount of this Note and (ii) accrued interest thereon (as calculated through the Maturity Date) within three (3) Business Days after such ten (10) day period. The Holder may convert the Note from the date notice of the prepayment is given until the date of the prepayment.
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