Common use of Prepayment of Note Clause in Contracts

Prepayment of Note. For so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "Prepayment Price") equal to (i) 102% of the Principal Amount of the Note, plus all accrued but unpaid interest until the first anniversary of the date of this Convertible Note; and (ii) 101% of the Principal Amount of the Note, plus all accrued and unpaid interest on any day following the first anniversary of this Convertible Note. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amount. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion

Prepayment of Note. For so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "“Prepayment Price"”) equal to the greater of (iA) 102% the outstanding principal amount of the Principal Amount of the Note, plus all accrued but unpaid interest until the first anniversary of the date of this Convertible Note; and (ii) 101% of the Principal Amount of the Note, Note plus all accrued and unpaid interest on if any, and any day following outstanding liquidated damages, if any, and (B)(x) the first anniversary number of shares of Common Stock into which this Convertible NoteNote is then convertible, times (y) the VWAP, as reported by Bloomberg L.P., of the Common Stock for the five (5) Trading Days immediately preceding the date that this Convertible Note is noticed for prepayment, plus accrued and unpaid interest. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amounton a dollar for dollar basis. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or equivalent means acceptable to Holder or (ii) immediately available credit facilities, in the amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion.

Prepayment of Note. For so long as no Event From and after the date of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the this Note, the Company may, at its option, prepayoutstanding principal amount of this Note may be prepaid by the Company, in whole or in part, this Convertible Note for a pre-payment price (on written notice from the "Prepayment Price") equal Company to (i) 102% of the Principal Amount of the Note, plus all accrued but unpaid interest until the first anniversary of holder hereof specifying the date of this Convertible Note; and prepayment (ii"Prepayment Date"), which shall be no less than thirty (30) 101% calendar days from the date of notice. On the Prepayment Date, upon receipt of the Principal Amount of the original Note, the Company shall pay to the holder of this Note the principal amount to be prepaid plus all accrued and unpaid interest on any day following thereon to and including the first anniversary of this Convertible NotePrepayment Date. Any partial prepayment Notwithstanding anything to the contrary herein, all rights of the Convertible NoteCompany to prepay this Note are subject to the rights of the holder hereof to convert such Note in accordance with section 2.1 hereof, at which are exercised prior to the close of business on the business day preceding the Prepayment Date. After the close of business on the Prepayment Date, any time after issuance, shall be credited to portion of the principal amount of this Note which has been prepaid or which upon surrender of the Convertible original Note equal is to be repaid in accordance with this Section 3 shall cease to accrue interest and all rights of the holder thereof with respect to such partial prepayment amount. The Company prepaid principal amount shall not be entitled cease on such date, except the right to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in receive the amount payable hereunder on presentation and surrender of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible original Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of a prepayment hereunder by the Company of less than the entire principal amount of this Note, then promptly upon such failurepartial prepayment, the Notice Company shall issue and deliver to the holder hereof a new Note, of Conversion will be honored as like tenor hereto, equal in principal amount to the unpaid principal amount of the date of the Notice of Conversionthis Note.

Prepayment of Note. For so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "Prepayment Price") equal to the greater of (i) 102110% of the Principal Amount outstanding principal amount of the Note, plus all accrued but unpaid interest until the first anniversary of the date of this Convertible Note; and (ii) 101% of the Principal Amount of the Note, Note plus all accrued and unpaid interest on if any, and any day following outstanding liquidated damages, if any, and (ii) (x) the first anniversary number of this Convertible NoteCommon Shares into which the Notes are then convertible, times (y) the average VWAP of the Common Shares for the five (5) trading days immediately prior to the date that the Note is called for redemption, plus accrued and unpaid interest. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amounton a dollar for dollar basis. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or equivalent means acceptable to Holder or (ii) immediately available credit facilities, in the amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion.

Prepayment of Note. For so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "Prepayment Price") equal to (i) 102% $l,320,000 from the date of this Convertible Note until 120 days thereafter; (ii) $1,425,000 from the Principal Amount 121 day following the date of the Note, plus all accrued but unpaid interest this Convertible Note until the first anniversary of the date of this Convertible Note; Note and (iiiii) 101% of the Principal Amount outstanding principal amount of the Note, plus all accrued and unpaid interest on any day following the first anniversary of this Convertible Note. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amounton a dollar for dollar basis. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or equivalent means acceptable to Holder or (ii) immediately available credit facilities, in the amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Further, provided, that in the event the Company sends a notice of prepayment pursuant to subclauses (i) or (ii) or this Section 3.1 and does not effect such prepayment, the Prepayment Price for the Note shall be the amount set forth in subclause (iii) for the remaining term of this Convertible Note.

Prepayment of Note. For so (a) Subject at all times to the holder's right to convert all or any portion of this Note into Common Stock pursuant to Section 5 hereof at any time on or before the 'Prepayment Date' (as herein defined), as long as no Event of Default shall have occurred and is continuing and occurred, the Company is not in receipt principal amount of a Notice of Conversion from this Note may be prepaid, at the Holder option of the NoteCompany, upon not less than ten (10) days' prior written notice to the Company may, at its option, prepayholder of this Note (the "Prepayment Notice"), in whole or in part, part without premium or penalty at any time or from time to time from and after the date of the initial issuance of the Note (the "Issuance Date"). (b) Each Prepayment Notice shall specify the principal amount of this Convertible Note for and all other outstanding Notes to be redeemed and the applicable Prepayment Date. Each prepayment of principal of this Note shall be accompanied by the payment of all interest accrued and unpaid to the prepayment date on the amount so prepaid. Each such prepayment shall be made by wire transfer of immediately available funds or by bank cashier's check payable to the Payee and shall be on a pre-payment price date (the "Prepayment PriceDate") equal to which shall be not earlier than five (i5) 102% business days following delivery of the Principal Amount of Note by the Note, plus all accrued but unpaid interest until the first anniversary of the date of this Convertible Note; and (ii) 101% of the Principal Amount of the Note, plus all accrued and unpaid interest on any day following the first anniversary of this Convertible Noteholder. Any partial prepayment of the Convertible this Note, at any time after issuancewhether optional or mandatory, shall be credited applied first to accrued and unpaid interest hereon, and then to the outstanding principal amount of the Convertible this Note equal to such partial prepayment amount. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the amount inverse order of maturity. In the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless event the Company fails to make wire transfer funds within the time provided herein, the Company shall be required to pay the holder a sum equal to two (2%) percent per month until such prepayment payment when due. In is made. (c) Notwithstanding anything to the contrary set forth in this Section 4, in the event and to the extent that the Company shall provide the holder of this Note with a Prepayment Notice, it shall simultaneously provide to the holder of this Note evidence of the availability of funds to effect such prepayment; which evidence of availability of funds shall include, without limitation, (i) confirmation of cash or cash equivalent bank balances, (ii) an irrevocable bank letter of credit, or (iii) a written commitment from a recognized lending institution to effect the financing of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversionprepayment.

Prepayment of Note. For so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "Prepayment Price") equal to (i) 102% of the Principal Amount of the Note, plus all accrued but unpaid interest until the first anniversary of the date of this Convertible Note; and (ii) 101% of the Principal Amount outstanding principal amount of the Note, plus all accrued and unpaid interest on any day following the first anniversary of this Convertible Note. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amountinterest. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate full amount of the Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion

Prepayment of Note. For so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "Prepayment Price") equal to (i) 102% of the Principal Amount of the Note, plus all accrued but unpaid interest i)$1,392,000 until the first anniversary of the date of this Convertible Note; Note and (ii) 101% of the Principal Amount outstanding principal amount of the Note, plus all accrued and unpaid interest on any day following the first anniversary of this Convertible Note. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amount. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion

Prepayment of Note. For so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "“Prepayment Price"”) equal to the greater of (i) 102110% of the Principal Amount outstanding principal amount of the Note, plus all accrued but unpaid interest until the first anniversary of the date of this Convertible Note; and (ii) 101% of the Principal Amount of the Note, Note plus all accrued and unpaid interest on if any, and any day following outstanding liquidated damages, if any, or (ii) (x) the first anniversary number of this Convertible NoteCommon Shares into which the Notes are then convertible, times (y) the average VWAP of the Common Shares for the five (5) trading days immediately prior to the date that the Note is called for redemption, plus accrued and unpaid interest. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amounton a dollar for dollar basis. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or equivalent means acceptable to Holder or (ii) immediately available credit facilities, in the amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion.

Prepayment of Note. For The Company may at its option, prepay up to $500,000 principal amount of this Convertible Note at any time following the date of issuance of this Convertible Note through the 90th day following the date of issuance for a prepayment price equal to the amount of principal being repaid plus all accrued and unpaid interest with respect thereto, regardless of whether the Convertible Note is in Default. At any time following (i) such 90-day period with respect to the first $500,000 principal amount of Convertible Note and (ii) the date of issuance o f this Convertible Note, with respect to the second $500,000 principal amount of the Convertible Note, and for so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "Prepayment Price") equal to (i) 102% of the Principal Amount of the Note, plus all accrued but unpaid interest until the first anniversary of the date of this Convertible Note; and (ii) 101% of the Principal Amount outstanding principal amount of the Note, plus all accrued and unpaid interest on any day following the first anniversary of this Convertible Note. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amountinterest. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate full amount of the Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepaymentprepayment or within seven days following the date of such notice; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion following such seven day period which notice will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion

Prepayment of Note. For so long as no Event of Default shall have occurred and is continuing and the Company is not in receipt of a Notice of Conversion from the Holder of the Note, the Company may, at its option, prepay, in whole or in part, this Convertible Note for a pre-payment price (the "Prepayment Price") equal to (i) 102% of the Principal Amount of the Note, plus all accrued but unpaid interest until the first anniversary of the date of this Convertible Note; and (ii) 101% of the Principal Amount of the Note, plus all accrued and unpaid interest on any day following the first anniversary of this Convertible NoteRedemption Price set forth herein below. Any partial prepayment of the Convertible Note, at any time after issuance, shall be credited to the principal amount of the Convertible Note equal to such partial prepayment amounton a dollar for dollar basis. The Company shall not be entitled to send any notice of prepayment and begin the prepayment procedure unless it has (i) the appropriate Prepayment Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or equivalent means acceptable to Holder or (ii) immediately available credit facilities, in the amount of the appropriate Prepayment Price, with a bank or similar financial institution on the date the prepayment notice is sent to the Holders of this Convertible Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of prepayment; and further provided that, after a notice of prepayment has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the prepayment payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion.