Common use of Redemption Right Clause in Contracts

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. No later than ten (10) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 days before the consummation of a Change of Control, but in no event later than 15 days prior to the record date for the determination of stockholders entitled to vote with respect thereto (or, with respect to a tender offer, or a change in the Board of Directors, if the Company is unable to comply with this time requirement because of the nature of the Change of Control, as soon as the Company reasonably believes that the Change of Control is to be consummated), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) shall be calculated based upon the Holder's receipt of the later Change of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the earlier Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Holder’s receipt Change of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultControl Notice, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5 (the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Price (as defined in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”Section 5(b)(ii). Redemptions required by this Section 4(b) ), which shall be made payable in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltycash.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeemredeem and the date of such Event of Default Redemption (the “Event of Default Redemption Date”). Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to Principal plus accrued and unpaid Interest calculated from the product Event of (A) Default at the Redemption Premium and (B) the Note Amount being redeemed Default Interest Rate (the “Event of Default Redemption Price”)) together with liquidated damages of $250,000 pro-rata based on the entire amount raised plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made with a cap at 5%. Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are an Event of Default Redemption is deemed or determined by a court of competent jurisdiction to be prepayments a prepayment of the Note by the Company, such redemptions redemption shall be deemed to be a voluntary prepaymentsprepayment. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Redemption Price due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one Business Day deliver written notice thereof via confirmed facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion amount of Principal of this Note the Holder is electing to require the Company to redeem. Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”)) equal to 110% of the sum of (i) any accrued and unpaid Interest on the Conversion Amount being redeemed, plus (ii) any accrued and unpaid Late Charges on such Conversion Amount and Interest, plus (iii) the greater of (A) the sum of (1) the Conversion Amount to be redeemed and (2) an amount equal to 100% of the Interest that would have been earned on the Conversion Amount from the Conversion Date through the Maturity Date., and (B) the product of (1) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice, and (2) the highest Closing Sale Price of the Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date immediately preceding the payment of the Event of Default Redemption Price. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112, to the extent applicable. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 hereof. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the this Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At The Company shall be entitled, on any time after day (the earlier of "Calculation Date") on which the Holder’s receipt of an Event of Default Notice Closing Price (as defined in Section 15(f)below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Holder becoming aware Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of an Event Common Stock of Default, the Holder may require Company were then traded. The Redemption Price shall be paid by the Company to redeem the Holder within two (an “Event 2) business days of Default Redemption”the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) all or any portion on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Note by delivering written notice thereof Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the “Event "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of Default Redemption Notice”any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments business of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltycorporation.

Redemption Right. At The Company shall be entitled, on any time after day (the earlier of "Calculation Date") on which the Holder’s receipt of an Event of Default Notice Closing Price (as defined in Section 15(f)below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $4.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Holder becoming aware Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of an Event Common Stock of Default, the Holder may require Company were then traded. The Redemption Price shall be paid by the Company to redeem the Holder within two (an “Event 2) business days of Default Redemption”the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) all or any portion on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Note by delivering written notice thereof Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the “Event "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of Default Redemption Notice”any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments business of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltycorporation.

Redemption Right. At Upon its becoming aware of the occurrence of an Event of Default under this Bond (whether directly or through notification by a Holder), the Company shall promptly (which shall be no more than five (5) Business Days after becoming aware of such Event of Default) deliver written notice thereof (an “Event of Default Notice”) to the Holders. The Holder may require the Company to redeem all or any time portion of this Bond held by such Holder provided that the Holder provides written notice to the Company within five (5) Business Days after the earlier of the Holder’s receipt date of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “provided that such Event of Default Redemption”is continuing) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) which notice shall, subject to the Companyother provisions of this Section 4(b), which Event of Default Redemption Notice shall indicate the portion Principal amount of this Note the Bond that such Holder is electing to require the Company to redeem. Each portion of this Note Bond subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”)) equal to the sum of (1) the Principal amount to be redeemed and (2) any accrued and unpaid Interest on the Principal amount to be redeemed through the redemption date, which shall be no later than five (5) Business Days after date of delivery of the Event of Default Redemption Notice. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112 hereof. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Bond by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 118. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time In the event that the Board approval described in Section 6.02(c) has not been obtained within 135 days after the earlier date of the Holder’s receipt of an Event of Default Notice (as defined notice referred to in Section 15(f)) and 6.01 or a Sale of the Holder becoming aware Company has not been completed within 165 days after the date of an Event of Defaultsuch notice, the Holder may Majority Investors shall have the right by written notice (the “Redemption Notice”) to require the Company to redeem (an “Event all of Default Redemption”) all or any portion the Warrants and shares of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption Common Stock then held by the Company pursuant to this Section 4(b) shall be redeemed by the Company Investors, in cash by wire transfer of immediately available funds each case at a price equal to the product of (A) the applicable Redemption Premium and (B) the Note Amount being Price for each such Warrant or share redeemed (the “Event of Default Redemption PriceRedemption”). Redemptions required by The “Redemption Price” for purposes of this Section 4(b6.03 shall equal (x) in the case of a Warrant, the fair value of the Warrant as of a date (the “Valuation Date”) that is no earlier than the fifth business day prior to the date of payment of the Redemption Price, as determined by an Independent Financial Expert (using standard option pricing models for American style options, such as the Xxx-Xxxxxxxxxx binomial model, taking into account the intrinsic and option value of the Warrant but assuming annualized volatility of 110% over the Warrant’s remaining term), and (y) in the case of a share of Common Stock, the higher of (a) the fair value of such share of Common Stock as of the Valuation Date, as determined by the Independent Financial Expert (using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming the shares of Common Stock then held by the Investors are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors), and (b) the Market-Based Value as of the Valuation Date, in each case of (x) and (y) plus interest thereon from the Valuation Date to the date of payment of the Redemption Price at the rate of 5.0% per annum. The Redemption Price shall be made in accordance with due and payable on or before the provisions later to occur of Section 11. To (a) the extent redemptions required by this Section 4(btenth Business Day after the date of the delivery of the Redemption Notice and (b) are deemed or the fifth Business Day after the Redemption Price has been determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to beIndependent Financial Expert, and if not timely paid, shall be deemed, bear interest thereafter at a reasonable estimate of the Holder’s actual loss of its investment opportunity default interest rate equal to 5.0% compounded monthly and not as a penaltypayable upon demand.

Redemption Right. At any time after This Note and its related Warrants will be redeemable at the earlier option of the Holder’s receipt Holder if, on the date that is 180 calendar days of an Event the Original Issuance Date of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Defaultthis Note, the Holder may require Company is either (i) not then current in the Company to redeem filing of its periodic reports with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or (ii) not listed, traded, or quoted on an “Event of Default Redemption”) all or any portion Approved Market (the "Redemption Right"). The redemption price of this Note by delivering written notice thereof (the “Event of Default and its related Warrants under this Redemption Notice”) Right will be equal to the Company, which Event of Default Redemption Notice shall indicate the portion principal amount of this Note plus all accrued and unpaid interest thereon. Holder's election to exercise this Redemption Right must be made in xxxxxxg (a "Notice of Exercise") within seven (7) days after the date which is 180 calendar days from the Original Issuance Date of this Note, and the Company will effect such redemption and pay the redemption price within 30 days of the delivery to the Company of the Notice of Exercise, although the Company shall not be required to pay the redemption price unless and until the Holder is electing tenders to require the Company to redeem. Each portion the originally executed version of this Note subject and the related Warrants. In the event that the Redemption Right is properly exercised for this Note, this Note shall be deemed to redemption have accrued interest at a rate equal to 14% per annum since the Original Issuance Date (in lieu of and notwithstanding the interest rate otherwise specified herein), provided that any additional interest above the rate otherwise specified herein and payable by reason of the Company pursuant operation of this paragraph shall not be due and payable until the date on which this Note is actually required to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal Company. In the event that Holder elects to the product of (A) exercise the Redemption Premium Right, then the payment by the Company of the redemption price in accordance with this paragraph shall constitute the sole and (B) the Note Amount being redeemed (the “exclusive remedy of Holder with respect to any breach or Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b)Note, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates Exchange Agreement, and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to beOriginal Transaction Documents, and shall be deemedby electing to exercise the Redemption Right, a reasonable estimate of the Holder’s actual loss of its investment opportunity Holder irrevocably waives any and not as a penaltyall provisions.

Redemption Right. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the applicable Redemption Premium and (B) the Note Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to: (i) with respect to an Event of Default Redemption related to an Event of Default described in Section 6(a)(i) or Section 6(a)(v) as it relates to the Company’s failure to deliver the required number of shares of Common Stock on the applicable Share Delivery Date, the greater of (x) 112% of the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Event of Default Conversion Price in effect during such period and (ii) with respect to an Event of Default Redemption related to any other Event of Default, 112% of the Conversion Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 6(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 and Section 5(b). The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b6(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Receipt of the Event of Default Redemption Price by the Holder shall be the sole and exclusive remedy of the Holder with respect to the portion of this Note so redeemed in connection with an Event of Default hereunder.

Redemption Right. At any time after This Note will be redeemable at the earlier option of the Holder’s receipt Holder if, on the date that is 180 calendar days of an Event the Original Issuance Date of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Defaultthis Note, the Holder may require Company is either (i) not then current in the Company to redeem filing of its periodic reports with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or (ii) not listed, traded, or quoted on an “Event of Default Redemption”) all or any portion Approved Market (the "Redemption Right"). The redemption price of this Note by delivering written notice thereof (the “Event of Default under this Redemption Notice”) Right will be equal to the Company, which Event of Default Redemption Notice shall indicate the portion principal amount of this Note plus all accrued and unpaid interest thereon. Holder's election to exercise this Redemption Right must be made in xxxxxxg (a "Notice of Exercise") within seven (7) days after the date which is 180 calendar days from the Original Issuance Date of this Note, and the Company will effect such redemption and pay the redemption price within 30 days of the delivery to the Company of the Notice of Exercise, although the Company shall not be required to pay the redemption price unless and until the Holder is electing tenders to require the Company to redeem. Each portion the originally executed version of this Note. In the event that the Redemption Right is properly exercised for this Note, this Note subject shall be deemed to redemption have accrued interest at a rate equal to 14% per annum since the Original Issuance Date (in lieu of and notwithstanding the interest rate otherwise specified herein), provided that any additional interest above the rate otherwise specified herein and payable by reason of the Company pursuant operation of this paragraph shall not be due and payable until the date on which this Note is actually required to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal Company. In the event that Holder elects to the product of (A) exercise the Redemption Premium Right, then the payment by the Company of the redemption price in accordance with this paragraph shall constitute the sole and (B) the Note Amount being redeemed (the “exclusive remedy of Holder with respect to any breach or Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b)Note, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates Exchange Agreement, and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to beOriginal Transaction Documents, and shall be deemedby electing to exercise the Redemption Right, a reasonable estimate of the Holder’s actual loss of its investment opportunity Holder irrevocably waives any and not as a penaltyall provisions.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one Business Day deliver written notice thereof via confirmed facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion amount of Principal of this Note the Holder is electing to require the Company to redeem. Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “"Event of Default Redemption Price”)") equal to 110% of the Outstanding Amount to be redeemed. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 119, to the extent applicable. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Outstanding Amount submitted for redemption under this Section 4(b) may be exchanged, in whole or in part, by the Holder into Common Stock pursuant to Section 3 hereof. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the this Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after Following the earlier occurrence of a Redemption Event, the Wafra Representative shall have the right for a ninety (90) day period, exercisable by delivering a written notice to the Digital Colony Representative (a “Redemption Notice”), to require the Digital Colony Companies or CCOC (at the Digital Colony Representative’s election) (the date of delivery of the Holder’s receipt Redemption Notice, the “Redemption Date”) to repurchase or cause to be repurchased the entirety of the Ownership Interests (i) within thirty (30) Business Days of the Redemption Date at an Event amount equal to (w) the sum of Default Notice (as defined in Section 15(f)) Management Interests Consideration Amount, the Warrants LA_LAN01:362977.13 Consideration Amount and the Holder becoming aware of an Event of DefaultContingent Consideration Amount, if paid (such sum in this clause (w), the Holder may require “Total Management Consideration Amount”), minus (x) any distributions or payments received by the Company Wafra Management Subscriber pursuant to redeem the A&R DCMH Agreement, as applicable, as of immediately prior to the Redemption Event (an including, for the avoidance of doubt, any distributions or payments received of Available Cash pursuant to the A&R DCMH Agreement, but excluding distributions or payments in respect of the Sponsor Commitments or Identified Sponsor Commitments) (such amounts described in this clause (x), the “Event of Default RedemptionManagement Distributions”), or (ii) to the extent Colony Capital remains listed on the NYSE or NASDAQ at such time, by doubling the Wafra Management Subscriber’s Specified Percentage with respect to all or any portion of distributions until the Redemption Amount is paid in full, during which time the Wafra Management Subscribers shall retain their Ownership Interests, as modified by this Note by delivering written notice thereof clause (ii) (the “Event of Default Redemption NoticeAmount”, and such redemption right, the “Redemption Right”) (it being agreed and understood that clause (i)(w) of the definition of Redemption Amount shall be modified for purposes of clause (ii) to read “1.5x the Total Management Consideration Amount”) (this clause (ii), the “Deferred Redemption”). Notwithstanding anything to the Companycontrary in this Agreement, which Event of Default the Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company Right pursuant to this Section 4(b9.1(a) shall only be redeemed by exercisable concurrently with the Company in cash by wire transfer exercise of immediately available funds at a price equal the Redemption Right under Section 8 of the Carried Interest Participation Agreement and, to the product extent the amount of Management Distributions exceeds the Total Management Consideration Amount (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”as it may have been modified in connection with a Deferred Redemption). Redemptions required by this Section 4(b) , such excess shall be made in accordance with deducted from any unpaid Redemption Amount pursuant to the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyCarried Interest Participation Agreement.

Redemption Right. At In the event of a Change of Control, and provided the Company has not, at any time after prior thereto, given Holder a Company Redemption Notice, or if such notice has been given, provided the earlier of Company has timely paid to Holder the Holder’s receipt of an Event of Default Notice Company Redemption Price (all as defined more specifically provided in Section 15(f5(a) below)) and the Holder becoming aware of an Event of Default, then the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion amount of this the Note the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 4 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to One Hundred and Twenty Five percent (125%) of the product of (A) the Redemption Premium and (B) the Note Amount being face amount redeemed (the “Event of Default Redemption Price”)plus accrued interest. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 118 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”" and the date the Holder delivers an Event of Default Redemption Notice to the Company, an "Event of Default Redemption Notice Date") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption Amount being redeemed, plus, only in the cases of an Event of Default Redemption pursuant to Section 4(a)(xvi) or Section 4(a)(xvii), an amount in cash equal to the product of obtained by multiplying (A) the number of shares of Common Stock issuable upon exercise of the Series B Warrants (without regard to any limitations on exercise set forth in the Series B Warrants) held by the Holder at the time the Company pays the applicable Event of Redemption Premium Price (as defined below) to the Holder and (B) the Note Amount being redeemed excess, if any, of (1) the highest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the related Event of Default Redemption Notice, over (2) the lowest Other Exercise Price in effect during such period (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 118. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto Company and the Holder agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At Upon the occurrence of an Event of Default with respect to this JSC Note, the Issuer shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. Subject to the terms of each Intercreditor Agreement, at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company Issuer to redeem all (an “Event of Default Redemption”but not less than all) all or any portion of this JSC Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompanyIssuer. Subject to the terms of each Intercreditor Agreement, which Event of Default Redemption Notice shall indicate the each portion of this Note the Holder is electing to require the Company to redeem. Each portion of this JSC Note subject to redemption by the Company Issuer pursuant to this Section 4(b) shall be redeemed by the Company Issuer in cash by wire transfer of immediately available funds at a price equal to (x) 100% of the product of (A) the Redemption Premium and (B) the Note Amount Principal being redeemed plus (y) accrued and unpaid interest thereon (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this JSC Note by the CompanyIssuer, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that Notwithstanding anything to the contrary in the event of the Company’s redemption of any portion of the Note under this Section 4(b)4, until the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) is intended may be converted, in whole or in part, by the parties Holder into Common Stock pursuant to beSection 3. Notwithstanding anything to the contrary contained herein, and any exercise of remedies pursuant to this Section 4(b) shall be deemed, a reasonable estimate subject to Section 6.3 of the Holder’s actual loss of its investment opportunity and not as a penaltyNote Purchase Agreement.

Redemption Right. No later than ten (10) days prior to the consummation of a Change of Control, except for a Change of Control as a result of the Business Combination, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after No later than ten (10) days prior to the earlier consummation of a Change of Control, the Holder’s receipt Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a "Change of an Event Control Notice") setting forth a description of Default Notice such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 15(f11(a)) and if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of an Event a Change of DefaultControl and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (an “Event a "Change of Default Control Redemption”") all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event "Change of Default Control Redemption Price”"). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may until the termination of the applicable Event of Default Redemption Right Period require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 125% of the product of (A) the Redemption Premium and (B) the Note Outstanding Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 117. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of a Trigger Event with respect to this Note or any Other Note, the Company shall within (1) Business Day deliver written notice thereof via facsimile or e-mail and overnight courier (a "Trigger Event Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an a Trigger Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Defaulta Trigger Event, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Trigger Event of Default Redemption Notice”") to the Company, which Trigger Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Conversion Amount being to be redeemed (the “"Trigger Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At If (i) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement cannot be made pursuant to such Registration Statement (by reason of a stop order, the Company's failure to update the Registration Statement as required hereby or any other failure of such Registration Statement to be effective or by reason of the Company exercising its rights under Section 3(p) hereof)(any such event, being a "Default"), then the Holder(s) shall have the option, exercisable in whole or in part at any time after and from time to time until the earlier Default has been cured by delivery of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require a written notice to the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default a "Redemption Notice”) to the Company"), which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeempurchase for cash, at an amount equal to the Redemption Price (as defined below), the Warrants or Registrable Securities, as the case may be, owned by such Holder. Each portion of this Note subject to redemption by If the Company pursuant fails to this Section 4(bredeem any of such Warrants or Registrable Securities within five (5) business days after its receipt of a Redemption Notice, then such Holder shall be redeemed by entitled to receive from the Company in cash by wire transfer interest on the Redemption Price, from such 5th business day through the date of immediately available funds payment, at a price rate per annum equal to ten percent (10%), as well as all reasonable costs and expenses, including, without limitation, reasonable attorneys fees and expenses, of collecting the Redemption Price and any interest thereon and expenses related thereto. "Redemption Price" shall mean an amount equal to the product of (Ai) the excess of the highest Market Price (as defined below) during the time period beginning on the date a Default occurs and ending on the date of delivery of the Redemption Premium and Notice over the Exercise Price of the Warrant at such time, multiplied by (Bii) the Note Amount number of Warrant Shares underlying the Warrant being redeemed or the number of Registrable Securities being redeemed, as the case may be. "Market Price" as of any date, (i) means the “Event last reported sale price per share for the shares of Default Redemption Price”Common Stock on the Nasdaq National Market as reported by Bloomberg Financial Markets or an equivalent reliable reporting service mutually acceptable to and hereafter designated by the holder of this Warrant and the Company ("Bloomberg"). Redemptions required , or (ii) if the Nasdaq National Market is not the principal trading market for the shares of Common Stock, the last reported sale price per share on the principal trading market for the Common Stock as reported by this Section 4(bBloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be made the fair market value per share as reasonably determined in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note good faith by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event Board of Directors of the Company’s redemption . The manner of any portion determining the Market Price of the Note under this Section 4(b), Common Stock set forth in the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium foregoing definition shall apply with respect to an Event any other security in respect of Default due under this Section 4(b) is intended by the parties which a determination as to be, and shall market value must be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltymade hereunder.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption Amount being redeemed, plus, only in the cases of an Event of Default Redemption pursuant to Section 4(a)(xvi) or Section 4(a)(xvii), an amount in cash equal to the product of obtained by multiplying (A) the number of shares of Common Stock issuable upon exercise of the Series B Warrants (without regard to any limitations on exercise set forth in the Series B Warrants) held by the Holder at the time the Company pays the applicable Event of Default Redemption Premium Price (as defined below) to the Holder and (B) the Note Amount being redeemed excess, if any, of (1) the highest Closing Sale Price (as defined in the Warrants) of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the related Event of Default Redemption Notice, over (2) the lowest Other Exercise Price in effect during such period (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 118. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At Upon the occurrence of an Event of Default with respect to this FILO C Note, the Issuer shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. Subject to the terms of each Intercreditor Agreement, at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company Issuer to redeem all (an “Event of Default Redemption”but not less than all) all or any portion of this FILO C Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompanyIssuer. Subject to the terms of each Intercreditor Agreement, which Event of Default Redemption Notice shall indicate the each portion of this Note the Holder is electing to require the Company to redeem. Each portion of this FILO C Note subject to redemption by the Company Issuer pursuant to this Section 4(b) shall be redeemed by the Company Issuer in cash by wire transfer of immediately available funds at a price equal to (x) 100% of the product of (A) the Redemption Premium and (B) the Note Amount Principal being redeemed plus (y) accrued and unpaid interest thereon (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this FILO C Note by the CompanyIssuer, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price is paid in full, the Exchange Amount submitted for redemption under this Section 4(b) may be exchanged, in whole or in part, by the Holder for Common Stock pursuant to Section 3. The parties hereto agree that in the event of the CompanyIssuer’s redemption of any portion of the this FILO C Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Notwithstanding anything to the contrary contained herein, any exercise of remedies pursuant to this Section 4(b) shall be subject to Section 6.3 of the Note Purchase Agreement. 14 [NTD: To be inserted in JSC Notes.] 15 [NTD: To be inserted in Management JSC Notes.]

Redemption Right. At If any time after the earlier Buyer of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming Preferred Shares hereunder becomes aware of an Event of Defaulta Triggering Event, the Holder such Buyer may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note the Preferred Shares then held by such Buyer by delivering written notice thereof to the Company within thirty (30) days after the date of the Trigger Notice (the “Event of Default Redemption Notice”) to the Company"REDEMPTION NOTICE"), which Event of Default Redemption Notice shall indicate the portion number of this Note the Holder Preferred Shares that such Buyer is electing to require the Company to redeemredeem hereunder. Each portion of this Note Preferred Share subject to redemption by the Company pursuant to this Section 4(b5(n) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price per Preferred Share equal to the product Liquidation Preference (as defined in the Certificate of (ADesignations) of such Preferred Share as in effect on the date of the Redemption Premium and (B) the Note Amount being redeemed Notice (the “"REDEMPTION PRICE"); provided that if a Buyer has delivered a Redemption Notice to the Company as a result of a Triggering Event described in paragraph C of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(bSchedule 5(n), the Holder’s damages would Company shall only be uncertain and difficult required, in the aggregate, to estimate because redeem from all Buyers up to that number of Preferred Shares having an aggregate Redemption Price equal to 50% of the parties’ inability applicable Disposition Value. If such amount is insufficient to predict future interest rates and redeem all Preferred Shares subject to a Redemption Notice, the uncertainty Company shall redeem shares pro rata from the Buyers that have given a Redemption Notice (the "REDEEMING BUYERS") based upon the aggregate number of outstanding Preferred Shares then held by each such Redeeming Buyer relative to the availability aggregate number of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended outstanding Preferred Shares then held by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyall Redeeming Buyers.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion Conversion Amount of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (A) the Redemption Premium Conversion Amount to be redeemed and (B) the Note Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount being redeemed in effect at such time as the Holder delivers an Event of Default Redemption Notice and (B) the greatest Closing Sale Price of the Common Stock for the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of the Principal of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of the Principal of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product Accreted Value of (A) the Redemption Premium and (B) portion of the Principal of this Note Amount being to be redeemed times 110% (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 115. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Redemption Price due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At If any time after the earlier Buyer of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming Preferred Shares hereunder becomes aware of an Event of Defaulta Triggering Event, the Holder such Buyer may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note the Preferred Shares then held by such Buyer by delivering written notice thereof to the Company within thirty (30) days after the date of the Trigger Notice (the “Event of Default Redemption Notice”) to the Company"REDEMPTION NOTICE"), which Event of Default Redemption Notice shall indicate the portion number of this Note the Holder Preferred Shares that such Buyer is electing to require the Company to redeemredeem hereunder. Each portion of this Note Preferred Share subject to redemption by the Company pursuant to this Section 4(b4(n) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price per Preferred Share equal to the product Liquidation Preference (as defined in the Certificate of (ADesignations) of such Preferred Share as in effect on the date of the Redemption Premium and (B) the Note Amount being redeemed Notice (the “"REDEMPTION PRICE"); provided that if a Buyer has delivered a Redemption Notice to the Company as a result of a Disposition Triggering Event of Default Redemption Price”(as defined on Schedule 4(n)(i)(C). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would Company shall only be uncertain and difficult required, in the aggregate, to estimate because redeem from all Buyers up to that number of Preferred Shares having an aggregate Redemption Price equal to 50% of the parties’ inability applicable Disposition Value. If such amount is insufficient to predict future interest rates and redeem all Preferred Shares subject to a Redemption Notice, the uncertainty Company shall redeem shares pro rata from the Buyers that have given a Redemption Notice (the "REDEEMING BUYERS") based upon the aggregate number of outstanding Preferred Shares then held by each such Redeeming Buyer relative to the availability aggregate number of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended outstanding Preferred Shares then held by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyall Redeeming Buyers.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 115% of the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f16(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the applicable Redemption Premium and (B) the Note Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. On and after a Default Date, with respect to this Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultDefault Date, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem; provided, that, an Event of Default Redemption Notice may only be delivered so long as an Event of Default is continuing. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product 125% of (A) the Redemption Premium and (B) the Note Amount being to be redeemed (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 118. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the product Event of (A) Default at the Redemption Premium and (B) greater of the Note Amount being redeemed Default Interest Rate or the maximum rate permitted under applicable law (the “"Event of Default Redemption Price”)") together with liquidated damages of $250,000 pro-rata based on the entire amount raised plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made with a cap at 5%. Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. Promptly after the occurrence of an Event ----------------- of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "EVENT OF DEFAULT NOTICE") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”"EVENT OF DEFAULT REDEMPTION NOTICE") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) the sum of the Conversion Amount to be redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (y) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such sum of the Conversion Amount together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest in effect at such time as the Holder delivers an Event of Default Redemption Premium Notice and (B) the Note Amount being redeemed (Closing Sale Price of the “Common Stock on the date immediately preceding such Event of Default Redemption Price”(the "EVENT OF DEFAULT REDEMPTION PRICE"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in In the event of the Company’s a partial redemption of any portion of the this Note under this Section 4(b)pursuant hereto, the Holder’s damages would principal amount redeemed shall be uncertain and difficult deducted from the Installment Amounts relating to estimate because of the parties’ inability to predict future interest rates and applicable Installment Dates as set forth in the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyRedemption Notice.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the CompanyCompany and the holders of the Senior Indebtedness, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 1113. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the event Event of Default Redemption Price (together with any interest thereon) is paid in full, the Company’s Conversion Amount submitted for redemption of any portion of the Note under this Section 4(b)5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. Notwithstanding anything to the contrary in the foregoing, the Holder’s damages would be uncertain and difficult to estimate because right of the parties’ inability Holder to predict future interest rates and require redemption of all or a portion of this Note is subject to the uncertainty subordination provisions of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty4 hereof.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note, the Company shall within two (2) Business Days after the day on which the Company is aware of the Event of Default deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b3(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to One Hundred and Twenty Five percent (125%) of the product of face amount redeemed plus accrued interest (A) the “Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption PricePremium”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b3(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b3(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b3(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At No later than ten (10) days prior to the consummation of a Fundamental Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Fundamental Transaction Notice”). Notwithstanding Section 5(a), any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries upon consummation of which the Fundamental Transaction would reasonably be expected to occur and (y) the Holder’s receipt of an Event a Fundamental Transaction Notice and ending twenty (20) Trading Days after the date of Default Notice (as defined in Section 15(f)) and the Holder becoming aware consummation of an Event of Defaultsuch Fundamental Transaction, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (“Fundamental Transaction Redemption Notice” and the date the Company receives such notice, the “Event of Default Fundamental Transaction Redemption NoticeNotice Date”) to the Company, which Event of Default Fundamental Transaction Redemption Notice shall indicate the portion of this Note principal and accrued and unpaid Interest that the Holder is electing to require the Company to redeemredeem (the “Redeemed Amount”). Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) The Redeemed Amount shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product 100% of (A) the Redemption Premium and Redeemed Amount plus (B) accrued and unpaid Interest on such Redeemed Amount through the Note date of redemption plus (C) the Make-Whole Amount being redeemed (the “Event of Default Fundamental Transaction Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1112 and shall have priority to payments to stockholders in connection with a Fundamental Transaction. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, until the Fundamental Transaction Redemption Price (together with any interest thereon) is paid in full, the Redeemed Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Make-Whole Amount due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At If any time after the earlier Buyer of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming Preferred Shares hereunder becomes aware of an Event of Defaulta Triggering Event, the Holder such Buyer may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note the Preferred Shares then held by such Buyer by delivering written notice thereof to the Company within thirty (30) days after the date of the Trigger Notice (the “Event of Default Redemption Notice”) to the Company"REDEMPTION NOTICE"), which Event of Default Redemption Notice shall indicate the portion number of this Note the Holder Preferred Shares that such Buyer is electing to require the Company to redeemredeem hereunder. Each portion of this Note Preferred Share subject to redemption by the Company pursuant to this Section 4(b5(n) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price per Preferred Share equal to the product Liquidation Preference (as defined in the Certificates of (ADesignations) of such Preferred Share as in effect on the date of the Redemption Premium and (B) the Note Amount being redeemed Notice (the “"REDEMPTION PRICE"); provided that if a Buyer has delivered a Redemption Notice to the Company as a result of a Triggering Event described in paragraph C of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(bSchedule 5(n), the Holder’s damages would Company shall only be uncertain and difficult required, in the aggregate, to estimate because redeem from all Buyers up to that number of Preferred Shares having an aggregate Redemption Price equal to 50% of the parties’ inability applicable Disposition Value (as defined in Schedule 5(n)). If such amount is insufficient to predict future interest rates and redeem all Preferred Shares subject to a Redemption Notice, the uncertainty Company shall redeem shares pro rata from the Buyers that have given a Redemption Notice (the "REDEEMING BUYERS") based upon the aggregate number of outstanding Preferred Shares then held by each such Redeeming Buyer relative to the availability aggregate number of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended outstanding Preferred Shares then held by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyall Redeeming Buyers.

Redemption Right. At Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. An Event of Default Notice shall include (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred. Provided that the Lead Investor shall have required the Company to redeem all or any portion of the Lead Investor’s Note in connection with the applicable Event of Default (the amount subject to such redemption, the “Lead Investor Applicable Redemption Amount”), at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultDefault and ending on the fifteenth (15th) Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice (each such period, an “Event of Default Redemption Right Period”), the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any up to a portion of this Note that shall not exceed the product obtained by multiplying (i) the Conversion Amount of the this Note that is then outstanding and (ii) a fraction (I) the numerator of which equals the Lead Investor Applicable Redemption Amount and (II) the denominator of which equals the Conversion Amount of the Lead Investor’s Note that is then outstanding, then, by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note Amount being redeemed quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Event of Default Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f16(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Promptly after the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the sum of (i) the amount of the accrued and unpaid Interest on the Conversion Amount to be redeemed and (ii) the greater of (x) the product of (A1) the Conversion Amount to be redeemed and (2) the Redemption Premium and (By) the Note product of (1) the Conversion Rate with respect to such Conversion Amount being redeemed in effect at such time as the Holder delivers an Event of Default Redemption Notice and (2) the Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (the “"Event of Default Redemption Price”"); provided, however, that the Holder shall only be entitled to receive an Event of Default Redemption Price equal to clause (y) above to the extent that because of the Event of Default the Holder is unable to convert this Note into Common Stock (including as a result of the Company's failure to honor Conversion Notices delivered pursuant to Section 3(c)) or to immediately trade shares of Common Stock pursuant to conversion of this Note. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty12.

Redemption Right. At any time after Following the earlier occurrence of a Redemption Event, the Wafra Representative shall have the right for a ninety (90) day period, exercisable by delivering a written notice to the Digital Colony Representative (a “Redemption Notice”), to require the Digital Colony Companies or CCOC (at the Digital Colony Representative’s election) (the date of delivery of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultRedemption Notice, the Holder may require the Company to redeem (an “Event of Default RedemptionRedemption Date”) to repurchase or cause to be repurchased the entirety of the Ownership Interests held by the Wafra Participation Buyer (i) within thirty (30) Business Days of the Redemption Date at an amount equal to (w) the Participation Rights Consideration Amount, minus (x) any distributions or payments received by the Wafra Participation Buyer pursuant to this Agreement, as applicable, as of immediately prior to the Redemption Event (but not in respect of the Sponsor Commitments or Identified Sponsor Commitments) (such amounts described in this clause (x), the “Carry Distributions”), or (ii) to the extent Colony Capital remains listed on the NYSE or the NASDAQ at such time, by doubling the Wafra Participation Buyer’s Specified Percentage with respect to all or any portion of this Note by delivering written notice thereof distributions until the Redemption Amount is paid in full (the “Event of Default Redemption NoticeAmount”, and such redemption right, the “Redemption Right”) (it being agreed and understood that clause (i)(w) of the definition of Redemption Amount shall be modified for purposes of clause (ii) to read “1.5x the Participation Rights Consideration Amount”) (this clause (ii), the “Deferred Redemption”). Notwithstanding anything to the Companycontrary in this Agreement, which Event of Default the Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company Right pursuant to this Section 4(b8(a) shall only be redeemed by exercisable concurrently with the Company in cash by wire transfer exercise of immediately available funds at a price equal the Redemption Right under Section 9.1(a) of the DCMH Investor Rights Agreement and, to the product extent the amount of Carry Distributions exceeds the Participation Rights Consideration Amount (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”as it may have been modified in connection with a Deferred Redemption). Redemptions required by this Section 4(b) , such excess shall be made in accordance with deducted from any unpaid Redemption Amount pursuant to the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyDCMH Investor Rights Agreement.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”" and the date thereof, the "Event of Default Redemption Notice Date") to the Company, which Event of Default Redemption Notice shall indicate the portion Conversion Amount of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed together with any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the Event of Default Redemption Premium Date (as defined below) and (B) the Note Redemption Premium and (ii) the sum of (x) the product of (A) the Conversion Rate with respect to such Conversion Amount being redeemed in effect at such time as the Holder delivers an Event of Default Redemption Notice and (B) the greatest Closing Sale Price of the Common Shares during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice and (y) any Make Whole Amount and accrued and unpaid Interest on the Conversion Amount and Late Charges, if any, on such Conversion Amount and Interest through the Event of Default Redemption Date (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default at the Default Interest Rate (the Redemption Price”), together with liquidated damages of $125,000 if the Default is not cured within 30 days of the Default Redemption Notice date, plus an amount in cash equal to 0.5% of the Redemption Price for each 30 day period during which redemptions fail to be made. Redemptions required by this Section 4(b6(b) shall be made in accordance with paid by wire transfer within 10 business days after the provisions expiration of Section 11the cure period of the Event of Default Redemption Notice. To the extent redemptions required by this Section 4(b6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 4(b)(ii), until the Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b6(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Promptly after the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) the Conversion Amount to be redeemed and (y) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Premium Notice and (B) the Note Amount being redeemed Weighted Average Price of the Common Shares on the date immediately preceding such Event of Default (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1114. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in In the event of the Company’s a partial redemption of any portion of the this Note under this Section 4(b)pursuant hereto, the Holder’s damages would Principal amount redeemed shall be uncertain and difficult deducted from the Installment Amounts relating to estimate because of the parties’ inability to predict future interest rates and applicable Installment Dates as set forth in the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyRedemption Notice.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. An Event of Default Notice shall include (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultDefault and ending on the fifteenth (15th) Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice (each such period, an “Event of Default Redemption Right Period”), the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note Amount being redeemed quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Event of Default Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after No later than ten (10) days prior to the earlier consummation of a Change of Control, the Holder’s receipt Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of an Event Control Notice”) setting forth a description of Default Notice such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 15(f11(a)) and if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of an Event a Change of DefaultControl and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note, the Company shall within two (2) Business Days after the day on which the Company is aware of the Event of Default deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeemhave redeemed. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) the Conversion Amount to be redeemed and (y) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Premium Notice and (B) the Note Amount being redeemed Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note or the Additional Notes, the Company shall within three (3) Business Days of becoming aware of such Event of Default deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder specifying the facts surrounding the applicable Event of Default and which clause of Section 4(a) triggered such Event of Default. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds and/or by the Company instructing the Collateral Agent to make payments of the holders of Notes by delivering a written notice on the Company's letterhead signed by an authorized officer of the Company delivered at a price least two (2) Business Days prior to the applicable Event of Default Redemption Date, specifying (I) the applicable amount to be paid to each applicable holder of Notes, which amount shall not exceed the aggregate amount of Deemed Repayment Amount(s) (as defined in Section 8(e)) previously deposited by the Company in the Control Account pursuant to Section 8(e) and (II) the wire instructions of each such applicable holder(s) of Notes, which aggregate amounts shall equal to (i) (A) prior to the Public Company Date, (B) after the Public Company Date as long as there is no Equity Conditions Failure and the applicable Event of Default Redemption is not triggered by any Major Event of Default and (C) after a Full Collateralization Event regardless of whether or not there is an Equity Conditions Failure if the applicable Event of Default Redemption is triggered by an Event of Default set forth in either Section 4(a)(vii) or Section 4(a)(xiv), the product of (1) the Redemption Percentage and (2) the Conversion Amount to be redeemed and (ii) (A) after the Public Company Date if there is an Equity Conditions Failure or (B) after the Public Company Date if the applicable Event of Default Redemption is triggered by any Major Event of Default regardless of whether or not there is an Equity Conditions Failure, the greater of (1) the product of (I) the Redemption Percentage and (II) the Conversion Amount to be redeemed and (2) the product of (I) the Conversion Amount being redeemed and (II) the quotient determined by dividing (A) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Premium and Notice, by (B) the Note Amount being redeemed lowest Conversion Price in effect during such period (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f14(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. No later than ten (10) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem; provided however, that in the event of the Proposed Rennova Issuance (defined in Section 6 below) the Holder shall not be entitled to a Change of Control Redemption and will instead be entitled to the involuntary exchange described in Section 6 below. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 110% of the sum of (i) any Make-Whole Amount and (ii) the greater of (x) the Conversion Amount to be redeemed and (y) the product of (A) the Conversion Rate in effect at such time as the Holder delivers an Event of Default Redemption Premium Notice with respect to such Conversion Amount being redeemed and (B) the Note Amount being redeemed greatest Weighted Average Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At Upon the occurrence of an Event of Default with respect to this FILO C Note, the Issuer shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. Subject to the terms of each Intercreditor Agreement, at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company Issuer to redeem all (an “Event of Default Redemption”but not less than all) all or any portion of this FILO C Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompanyIssuer. Subject to the terms of each Intercreditor Agreement, which Event of Default Redemption Notice shall indicate the each portion of this Note the Holder is electing to require the Company to redeem. Each portion of this FILO C Note subject to redemption by the Company Issuer pursuant to this Section 4(b) shall be redeemed by the Company Issuer in cash by wire transfer of immediately available funds at a price equal to (x) 100% of the product of (A) the Redemption Premium and (B) the Note Amount Principal being redeemed plus (y) accrued and unpaid interest thereon (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this FILO C Note by the CompanyIssuer, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that Notwithstanding anything to the contrary in the event of the Company’s redemption of any portion of the Note under this Section 4(b)4, until the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) is intended may be converted, in whole or in part, by the parties Holder into Common Stock pursuant to beSection 3. Notwithstanding anything to the contrary contained herein, and any exercise of remedies pursuant to this Section 4(b) shall be deemed, a reasonable estimate subject to Section 6.3 of the Holder’s actual loss of its investment opportunity and not as a penaltyNote Purchase Agreement.

Redemption Right. Promptly after the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "EVENT OF DEFAULT NOTICE") to the Holder. At any time during the period commencing after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default and ending forty-five (45) days after such applicable Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”"EVENT OF DEFAULT REDEMPTION NOTICE") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (Ai) the Conversion Amount to be redeemed and (ii) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”"EVENT OF DEFAULT REDEMPTION PRICE"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1113. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period beginning after the earlier Holder's receipt of a Change of Control Notice and ending twenty (20) Business Days after the date of the Holder’s receipt consummation of an Event such Change of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultControl, the Holder may require the Company to redeem (an “Event a "Change of Default Control Redemption”") all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”", and the date thereof, the "Change of Control Redemption Notice Date") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Redemption Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product 125% of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”)to be redeemed. Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 118 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one Business Day deliver written notice thereof via confirmed facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion amount of Principal of this Note the Holder is electing to require the Company to redeem. Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”)) equal to 110% of the sum of (i) any accrued and unpaid Interest on the Conversion Amount being redeemed, plus (ii) any accrued and unpaid Late Charges on such Conversion Amount and Interest, plus (iii) the greater of (A) the sum of (1) the Conversion Amount to be redeemed and (2) the Make-Whole Amount, and (B) the product of (1) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice, and (2) the highest Closing Sale Price of the Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date immediately preceding the payment of the Event of Default Redemption Price. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112, to the extent applicable. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 hereof. The parties hereto agree that in the event of the Company’s redemption of any portion of the this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the product Event of (A) Default at the Redemption Premium and (B) greater of the Note Amount being redeemed Default Interest Rate or the maximum rate permitted under applicable law (the “"Event of Default Redemption Price”)") together with liquidated damages of $250,000 plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made. Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At Subject to Section 3(c), at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) 3 and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 3 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Promptly after the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) the Conversion Amount to be redeemed and (y) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Premium Notice and (B) the Note Amount being redeemed Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in In the event of the Company’s a partial redemption of any portion of the this Note under this Section 4(b)pursuant hereto, the Holder’s damages would principal amount redeemed shall be uncertain and difficult deducted from the Installment Amounts relating to estimate because of the parties’ inability to predict future interest rates and applicable Installment Dates as set forth in the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyRedemption Notice.