Common use of Redemption Right Clause in Contracts

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than twenty-five $7.50, to deliver a written notice (25the "Redemption Notice") days nor later than twenty to the Holder that the Company will redeem this Warrant (20the "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 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 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 Calculation Date (as defined in Section 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the Conversion Amount being redeemed and (y) at all times during such thirty (30) day period and continuing through the product Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (Ai) authorized and reserved for issuance, (ii) registered for resale under the Conversion Amount being redeemed Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (Biii) the quotient determined by dividing (I) the greatest Closing Sale Price of listed for trading on each principal exchange or market on which the shares of Common Stock during of the period beginning Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the date immediately preceding Redemption Date less the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption NoticeExercise Price, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note multiplied by the Company, such redemptions shall be deemed to be voluntary prepaymentsnumber of Warrants being redeemed hereunder. Notwithstanding anything to the contrary Nothing in this Section 5, but subject 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to Section 3(dthe terms of this 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 "OTCBB"), until or on the Change principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of Control Redemption Price is paid in fullany date, (i) means the Conversion Amount submitted last reported sale price for redemption under this Section 5(b) may be converted, in whole the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or in part, other similar reliable reporting service as designated by the Holder into ("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 pursuant to Section 3. The parties hereto agree that 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 event valuation of businesses similar to the business of the Company’s redemption of any portion of the Note under this Section 5(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 Change of Control redemption premium due under this Section 5(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. No sooner The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than twenty-five $4.50, to deliver a written notice (25the "Redemption Notice") days nor later than twenty to the Holder that the Company will redeem this Warrant (20the "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 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 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 Calculation Date (as defined in Section 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the Conversion Amount being redeemed and (y) at all times during such thirty (30) day period and continuing through the product Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (Ai) authorized and reserved for issuance, (ii) registered for resale under the Conversion Amount being redeemed Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (Biii) the quotient determined by dividing (I) the greatest Closing Sale Price of listed for trading on each principal exchange or market on which the shares of Common Stock during of the period beginning Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the date immediately preceding Redemption Date less the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption NoticeExercise Price, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note multiplied by the Company, such redemptions shall be deemed to be voluntary prepaymentsnumber of Warrants being redeemed hereunder. Notwithstanding anything to the contrary Nothing in this Section 5, but subject 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to Section 3(dthe terms of this 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 "OTCBB"), until or on the Change principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of Control Redemption Price is paid in fullany date, (i) means the Conversion Amount submitted last reported sale price for redemption under this Section 5(b) may be converted, in whole the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or in part, other similar reliable reporting service as designated by the Holder into ("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 pursuant to Section 3. The parties hereto agree that 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 event valuation of businesses similar to the business of the Company’s redemption of any portion of the Note under this Section 5(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 Change of Control redemption premium due under this Section 5(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. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning i. Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP has equaled or exceeded $[●]2 the Exercise Price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. iii. Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the event part of the Company. ____________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase 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 Change of Control redemption premium due under this Section 5(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 penaltyWarrants.

Redemption Right. No sooner than twenty-five (25i) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $[*]4 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed canceled and void and of no further force or effect without any further act or deed on the event part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of Warrants. 4 150% 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 Change of Control redemption premium due under this Section 5(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 penaltyExercise Price.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning i. 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 a Change of Control Notice and ending twentyone-five (25) Trading Days after the date year anniversary of the consummation Initial Exercise Date, this Warrant may be redeemed at the option of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in date on which (i) the event closing price of the Company’s redemption of any portion common stock on the Company’s primary Trading Market has equaled or exceeded $[●] for ten (10) consecutive Trading Days and (ii) the daily trading volume of the Note under Common Stock on the Company’s primary Trading Market has exceeded [●] shares on each of such ten (10) Trading Days referred to in Section 2(f)(i). ii. The price at which this Section 5(bWarrant may be redeemed (the “Redemption Price”) is $[●] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder’s damages would Holder of a redeemed Warrant shall be uncertain and difficult entitled to estimate because payment of the parties’ inability to predict future interest rates and the uncertainty Redemption Price upon surrender of the availability Warrant to the Company. iii. Notice of redemption of this Warrant shall be given at least 30 days’ prior to the Redemption Date by the Company (i) notifying the Holders of such redemption via publication of a suitable substitute investment opportunity for press release and (ii) taking such other steps as may be required under applicable law. iv. From and after the Holder. AccordinglyRedemption Date, any Change of Control Warrant Shares noticed for redemption premium due under this Section 5(b) is intended that have not theretofore been exercised by the parties Holder shall, upon payment of the aggregate Redemption Price therefor, cease to be, represent the right to purchase any shares of Common Stock and shall be deemeddeemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. v. By acceptance of this Warrant, a reasonable estimate of the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s actual loss failure to return such certificate. In the event the certificate so returned represents a number of its investment opportunity and not Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a penaltynew certificate in book-entry form for the number of unredeemed Warrant Shares.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning i. 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 a Change of Control Notice and ending twentyone-five (25) Trading Days after the date year anniversary of the consummation Initial Exercise Date, this Warrant may be redeemed at the option of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in date on which (i) the event closing price of the Company’s redemption of any portion common stock on the Company’s primary Trading Market has equaled or exceeded $4.87 for ten (10) consecutive Trading Days and (ii) the daily trading volume of the Note under Common Stock on the Company’s primary Trading Market has exceeded 100,000 shares on each of such ten (10) Trading Days referred to in Section 5(f)(i). ii. The price at which this Section 5(bWarrant may be redeemed (the “Redemption Price”) is $0.025 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder’s damages would Holder of a redeemed Warrant shall be uncertain and difficult entitled to estimate because payment of the parties’ inability to predict future interest rates and the uncertainty Redemption Price upon surrender of the availability Warrant to the Company. iii. Notice of redemption of this Warrant shall be given at least 30 days’ prior to the Redemption Date by the Company (i) notifying the Holders of such redemption via publication of a suitable substitute investment opportunity for press release and (ii) taking such other steps as may be required under applicable law. iv. From and after the Holder. AccordinglyRedemption Date, any Change of Control Warrant Shares noticed for redemption premium due under this Section 5(b) is intended that have not theretofore been exercised by the parties Holder shall, upon payment of the aggregate Redemption Price therefor, cease to be, represent the right to purchase any shares of Common Stock and shall be deemeddeemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. v. By acceptance of this Warrant, a reasonable estimate of the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s actual loss failure to return such certificate. In the event the certificate so returned represents a number of its investment opportunity and not Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a penaltynew certificate in book-entry form for the number of unredeemed Warrant Shares.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) days prior Upon the occurrence of an Event of Default with respect to the consummation of a Change of Control, but not prior to the public announcement of such Change of Controlthis 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 to the Holder (a an “Change Event of Control Default Notice”) setting forth a description of such transaction in reasonable detail and to the anticipated Change of Control Redemption Date (as defined in Section 10(a)) if then knownHolder. At any time during the period beginning on after the earlier to occur of (x) any oral or written agreement by the Company or any Holder’s receipt of its Subsidiaries, upon consummation an Event of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) Default Notice and the Holder becoming aware of a Change an Event of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of ControlDefault, the Holder may require the Company to redeem (a an “Change Event of Control Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the Conversion Amount portion of this Note the Holder is electing to require the Company to redeem. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5(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) the product of (A) the Redemption Premium and (B) 112% of the 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 the earlier to occur such Event of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control Default and ending on the date the Holder delivers the Change Event of Control 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 “Change Event of Control Default Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 56, but subject to Section 3(d), until the Change Event of Control Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b6(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 33 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 5(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 Change Event of Control Default redemption premium due under this Section 5(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. No sooner than twenty-five (25a) days nor later than twenty (20) days prior to the consummation of a Change of ControlIf, but not prior to the public announcement of such 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 10(a)) if then known. At at any time during the period beginning commencing on the earlier to occur first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the rolling volume weighted average price of the ADS as quoted on the NASDAQ for any given thirty (x30) consecutive Trading Day period is below US$4.0 per ADS (the “Redemption Right Triggering Event”), Purchaser may, at any oral or written agreement by time before 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 end of a Change period of Control and fifteen (z15) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Business Days after the date second anniversary of the consummation of such Change of ControlClosing (“Redemption Notice Period”), elect, in its sole discretion, by giving a written notice to the Holder may Company (the “Redemption Notice”), to require the Company to redeem all (a “Change but not less than all) of Control Redemption”) all or any portion the Remaining Subject Shares held by Purchaser as of this Note by delivering written notice thereof (“Change the date of Control the Redemption Notice”) . Such Redemption Notice shall be delivered to the Company’s registered office address and business address at Xxxxxxxx Xx. 0, which Change 000 Xxxx Xxxx, Xxxxx Xxxxx Xx-Xxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxx, Xxxxxxxx 000000, People’s Republic of Control China. (b) If the Redemption Right Triggering Event has occurred and Purchaser exercises its Redemption Right pursuant to Section 5.13(a), (i) the Company shall, within fifteen (15) Business Days after the date the Redemption Notice shall indicate is given, pay to Purchaser in respect of the Conversion Remaining Subject Shares as of the Redemption Date an amount equal to (A) the Unreleased Investment Amount as of the Holder Redemption Date multiplied by (B) 120% (the “Redemption Price”), in accordance with Section 5.15 (the date on which the Redemption Price is electing to require so paid, the Company to redeem. The portion of this Note “Redemption Date”), and (ii) upon the Redemption Date and subject to redemption the Purchaser receiving the Redemption Price in full, Purchaser shall promptly take any action which may be necessary to release and discharge the Security over the Collateral Account, and HK Holdco shall own and be entitled to withdraw all the Cash Collateral on deposit at the Collateral Account, free and clear of any Encumbrance, subject to Section 5.15. If the Redemption Right Triggering Event has occurred but Purchaser does not exercise its Redemption Right pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal 5.13 nor exercise its rights pursuant to the greater Option Deed, effective upon expiration of (x) the product of (A) the Redemption Premium and (B) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption NoticeNotice Period, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 Purchaser shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) promptly take any action which may be convertednecessary to release and discharge the Security over the Collateral Account, in whole or in partand HK Holdco shall own and be entitled to withdraw all the Cash Collateral on deposit at the Collateral Account, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption free and clear of any portion Encumbrance. (c) Subject to other sections of this Agreement, if the Note under this Section 5(b)Redemption Right Triggering Event does not occur, upon the Holder’s damages would second anniversary of Closing, Purchaser shall promptly take any action which may be uncertain necessary to release and difficult to estimate because of discharge the parties’ inability to predict future interest rates and Security over the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to beCollateral Account, and HK Holdco shall own and be deemedentitled to withdraw all the Cash Collateral on deposit at the Collateral Account, a reasonable estimate free and clear of the Holder’s actual loss of its investment opportunity and not as a penaltyany Encumbrance.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a11(a)) 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 a Change of Control and (z) the Holder’s 's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “"Change of Control Redemption”") all or any portion of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “"Change of Control Redemption Price”"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 twenty-five twenty (2520) days nor later than twenty ten (2010) 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 or 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 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) 125% of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control 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. 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 Change of Control Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25) days nor later than twenty (20) days prior to In the consummation of a Change of Control, but not prior to event that the public announcement of such 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 Board approval described in Section 10(a)6.02(c) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days has not been obtained within 135 days after the date of the consummation notice referred to in Section 6.01 or a Sale of the Company has not been completed within 165 days after the date of such Change of Controlnotice, the Holder may Majority Investors shall have the right by written notice (the “Redemption Notice”) to require the Company to redeem (a “Change all of Control Redemption”) all or any portion the Warrants and shares of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed Common Stock then held by the Company Investors, in cash by wire transfer of immediately available funds each case at a price equal to the greater applicable Redemption Price for each such Warrant or share redeemed (the “Redemption”). The “Redemption Price” for purposes of this Section 6.03 shall equal (x) in the product case of a Warrant, the fair value of the Warrant as of a date (Athe “Valuation Date”) that is no earlier than the fifth business day prior to the date of payment of the Redemption Premium 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 (B) option value of the Conversion Amount being redeemed Warrant but assuming annualized volatility of 110% over the Warrant’s remaining term), and (y) in the product case of a share of Common Stock, the higher of (Aa) the Conversion Amount being redeemed and (B) fair value of such share of Common Stock as of the quotient Valuation Date, as determined by dividing the Independent Financial Expert (I) using one or more valuation methods that the greatest Closing Sale Price of Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming the shares of Common Stock during then held by the period beginning 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 immediately preceding of payment of the earlier Redemption Price at the rate of 5.0% per annum. The Redemption Price shall be due and payable on or before the later to occur of (xa) the consummation tenth Business Day after the date of the Change delivery of Control the Redemption Notice and (yb) the public announcement of such Change of Control and ending on fifth Business Day after the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or 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. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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. No sooner Not less than twenty-five ten (25) days nor later than twenty (2010) 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 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 date of the consummation of such Change of Control Redemption Date (as defined in Section 10(a)) if then known. At any time during the period beginning on the earlier earliest to occur of (x) the public announcement of any oral or written agreement by the Company Parent Guarantor 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 a Change of Control Notice Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (a “Holder Change of Control Redemption Notice”) to the Company, which Holder Change of Control Redemption Notice shall indicate the Conversion Redemption Amount the Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a “Company Change of Control Redemption”) all but not less than all of this Note by delivering written notice (a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption pursuant to this Section 5(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 sum of (A) the Redemption Premium and (B) Amount of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount Notes 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period Make-Whole Amount (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25a) days nor later than twenty If a registration statement registering shares of the Company's common stock for sale in an initial public offering (20an "IPO") days prior and pursuant to which the Company's Series A Preferred Stock is converted to Common Stock, is not declared effective by the Securities and Exchange Commission on or before December 15, 1999, then beginning on December 15, 1999 and ending on December 29,1999 (the "Redemption Period") Investor may demand that up to 100% of the Shares be redeemed by the Company. Such redemption right shall be exercised by giving written notice (the "Notice") to the consummation Company during the Redemption Period, stating in such Notice the number of a Change of Control, but not prior Shares to be redeemed and delivering the certificates for the Shares to be so redeemed to the public announcement Company. Upon its receipt of such Change of Controlthe Notice and share certificates, the Company shall deliver written notice thereof via electronic mail and overnight courier have until the close of business on January 12, 2000, to redeem all Shares as to which it received Notice for redemption of in accordance with the foregoing 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 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to extent that the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder 's shareholders' equity is electing to require the Company to redeemsufficient for such purpose under Washington law. The portion of this Note subject to Any redemption pursuant to this Section 5(b) hereunder shall be redeemed by the Company in cash by wire transfer of immediately available funds at a redemption price equal to the greater per share price paid by Investor (adjusted appropriately for stock splits, stock dividends and the like) (the "Redemption Price"). (b) This redemption right shall terminate in all cases, immediately upon the effectiveness of a registration statement in an IPO on or before December 15, 1999 and pursuant to which the Company's Series A Preferred Stock is converted to Common Stock. (xc) If the product of (A) Company does not, under Washington law, have sufficient shareholders' equity to redeem all the Shares for which redemption is requested, then it shall redeem all remaining Shares as soon as it may legally do so. In the event that the Company fails to timely redeem Shares for which redemption is requested, then the Redemption Premium Price for such Shares shall bear interest at a per annum rate equal to the Prime Rate (as reported by the Wall Street Journal from time to time) plus five (5) percent. (d) The Company agrees and (B) covenants that it shall set up a separate account for the funds to be received from Investor in payment of the Conversion Amount being redeemed Purchase Price and (y) the product of (A) the Conversion Amount being redeemed agrees 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement covenants that it will not use any of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 funds for any purposes whatsoever prior to the contrary in this Section 5, but subject to Section 3(d), until closing of an IPO without the Change express written permission of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 penaltyInvestor.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty ten (2010) 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 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 10(a11(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Note Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the Conversion Note 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 electronic mail facsimile 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 10(a")) if then known. At any time during the period beginning on the earlier to occur date 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 's receipt of a Change of Control Notice and ending twenty-five twenty (2520) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (xi) the product of (Ax) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (IA) the greatest greater of the Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier prior to occur of (x) the consummation of the Change of Control and (y) Control, the Closing Sale Price immediately following the public announcement of such proposed Change of Control and ending on the date Closing Sale Price of the Holder delivers Common Stock immediately prior to the public announcement of such proposed Change of Control Redemption Notice, by (IIB) the lowest Conversion Price in effect during such period and (ii) 125% of the Conversion Amount being redeemed (the “"Change of Control Redemption Price”"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b5(c) 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 5(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 Change of Control redemption premium due under this Section 5(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 twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 electronic mail facsimile 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 10(a)) 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 becomes aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five twenty (2520) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Change of Control Redemption Notice Date”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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 product sum of (Ai) the Redemption Premium and (B) of the Conversion Amount being redeemed and the Make-Whole Amount and (y) the sum of (i) 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period and (ii) the Make-Whole Amount (the “Change of Control Redemption Price”). Redemptions required by this Section 5 8 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) 8.2 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(d)7.4, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b8.2) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 37. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b)8.2, 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 Change of Control redemption premium due under this Section 5(b) 8.2 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 sooner than twenty-five (25i) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $[__] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[____]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $[___] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed canceled and void and of no further force or effect without any further act or deed on the event part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase 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 Change of Control redemption premium due under this Section 5(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 penaltyWarrants.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning i. Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP has equaled or exceeded $[●]2 the Exercise Price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock on such ten (10) Trading Days referred to in this Section 2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. iii. Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the event part of the Company. ____________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase 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 Change of Control redemption premium due under this Section 5(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 penaltyWarrants.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) days prior Upon the occurrence of an Event of Default with respect to the consummation of a Change of Control, but not prior to the public announcement of such Change of Controlthis 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 to the Holder (a an “Change Event of Control Default Notice”) setting forth 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 transaction in Event of Default is capable of being cured and, if applicable, a reasonable detail description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the anticipated Change date the Event of Control Redemption Date (as defined in Section 10(a)) if then knownDefault occurred. At any time during the period beginning on after the earlier to occur of (x) any oral or written agreement by the Company or any Holder’s receipt of its Subsidiaries, upon consummation an Event of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) Default Notice and the Holder becoming aware of a Change an Event of Control Default and ending on the fifteenth (15th) Trading Day after the later of (x) the date such Event of Default is cured and (zy) the Holder’s receipt of a Change an Event of Control Default Notice and ending twenty-five (25) Trading Days after the date each such period, an “Event of the consummation of such Change of ControlDefault Redemption Right Period”), the Holder may require the Company to redeem (a an “Change Event of Control Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the Conversion Amount portion of this Note the Holder is electing to require the Company to redeem. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5(b4(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) 125% of the 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 the earlier to occur such Event of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control Default and ending on the date the Holder delivers the Change Event of Control Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change Event of Control Default Redemption Price”). Redemptions required by this Section 5 4(b) shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control12. To the extent redemptions required by this Section 5(b4(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 54, but subject to Section 3(d), until the Change Event of Control Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b4(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 5(b4(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 Change Event of Control Default redemption premium due under this Section 5(b4(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 sooner than twenty-five (25) days nor later than twenty (20) days prior Upon the occurrence of an Event of Default with respect to the consummation of a Change of Control, but not prior to the public announcement of such Change of Controlthis Note or any Other Note, the Company shall within one Business Day deliver written notice thereof via electronic mail confirmed facsimile and overnight courier to the Holder (a an “Change Event of Control Default Notice”) setting forth a description of such transaction in reasonable detail and to the anticipated Change of Control Redemption Date (as defined in Section 10(a)) if then knownHolder. At any time during the period beginning on after the earlier to occur of (x) any oral or written agreement by the Company or any Holder’s receipt of its Subsidiaries, upon consummation an Event of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) Default Notice and the Holder becoming aware of a Change an Event of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of ControlDefault, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the Conversion Amount amount of Principal of this Note the Holder is electing to require the Company to redeem. The Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 5(b4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (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 (xA) the sum of (1) the Conversion Amount to be redeemed and (2) the Make-Whole Amount, and (B) the product of (A) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of (A1) 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 (B2) the quotient determined by dividing (I) the greatest highest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur such Event of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control Default and ending on the date immediately preceding the Holder delivers payment of the Change Event of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Default Redemption Price”). Redemptions required by this Section 5 4(b) shall be made in accordance with the provisions of Section 10 and shall have priority 12, to payments to stockholders in connection with a Change of Controlthe extent applicable. To the extent redemptions required by this Section 5(b4(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 5, but subject to Section 3(d)4, until the Change Event of Control Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 33 hereof. The parties hereto agree that in the event of the Company’s redemption of any portion of the this Note under this Section 5(b4(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 Change of Control redemption premium due under this Section 5(b4(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 sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 electronic mail facsimile 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 10(a)) 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 a Change of Control and (z) after the Holder’s receipt of a Change of Control Notice and ending twenty-five twenty (2520) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) 120% of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) an amount equal to the quotient determined by dividing (I) the greatest Closing Sale Price fair value of the Consideration which the Holder would have received if it (1) had converted the portion of the Note being redeemed to shares of Common Stock during (without regard to any limitations on conversion set forth in Section 3(d) or otherwise) and (2) also held a number of shares of Common Stock equal to the period beginning number of shares of Common Stock shown on Schedule 5(a)(ii) for the date immediately preceding on which the earlier Fundamental Transaction is consummated and the fair value per share of Common Stock to occur be paid in such Fundamental Transaction, multiplied by a fraction, the numerator of (x) which is the consummation aggregate principal amount of the Change portion of Control and (y) the public announcement of such Change of Control and ending on the date Note being redeemed by the Holder delivers and the Change denominator of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period which is 1,000 (the “Change of Control Redemption Price”). If the Consideration is publicly traded securities, the fair value of such securities shall be the Closing Sale Price of such securities on the date of the consummation of the Fundamental Transaction. The fair value of any Consideration other than cash or publicly traded securities will be determined jointly by the Company and the Required Holders. Redemptions required by this Section 5 5(b) shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 55(b), but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 electronic mail facsimile 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 10(a)) 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 a Change of Control and (z) after the Holder’s receipt of a Change of Control Notice and ending twenty-five twenty (2520) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Change of Control Redemption Notice Date”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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 product of (A) the Redemption Premium and (B) of the Conversion Amount being to be redeemed and (y) the product of (A) the Conversion Rate in effect at such time as the Holder delivers a Change of Control Redemption Notice with respect to such Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Weighted Average Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x1) the consummation of the Change of Control and (y2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period Notice (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control 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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 electronic mail facsimile 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 10(a")) 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 a Change of Control and (z) after the Holder’s 's receipt of a Change of Control Notice and ending twenty-five twenty (2520) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “"Change of Control Redemption”") all or any portion of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”", and the date thereof, the "Change of Control Redemption Notice Date") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (xi) the product sum of (A) the Redemption Premium and (B) 110% of the Conversion Amount being redeemed redeemed, (B) the Make-Whole Amount, and (yC) any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the Change of Control Redemption Date (as defined below) and (ii) solely if an Equity Conditions Failure has occurred at any time during the period commencing with the Change of Control Redemption Notice Date and ending as of the Change of Control Redemption Date, the product of (A) the Conversion Amount being redeemed together with the Make-Whole Amount and any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the applicable Change of Control Redemption Date multiplied by (B) the quotient determined by dividing (I1) the greatest Closing Sale Price of the shares of Common Stock Shares during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, Notice Date by (II2) the lowest Conversion Price in effect during such period (the “"Change of Control Redemption Price”"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 12 and shall have priority to payments to stockholders shareholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b5(c) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock Shares pursuant to Section 33 (or in the event the Conversion Date is after the consummation of the Change of Control, such securities or other assets received by the holders of Common Shares in connection with the consummation of such Change of Control in such amounts as the Noteholder would have been entitled to receive had such Note been converted immediately prior to such Change of Control). The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 5(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 Change of Control redemption premium due under this Section 5(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 twenty-five (25i) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $[___] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[____]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $[___] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed canceled and void and of no further force or effect without any further act or deed on the event part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase 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 Change of Control redemption premium due under this Section 5(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 penaltyWarrants.

Redemption Right. No sooner than twenty-five (25i) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $[ ] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[150,000]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed canceled and void and of no further force or effect without any further act or deed on the event part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because ownership 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 Change of Control redemption premium due under this Section 5(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 penaltyoutstanding Warrants.

Redemption Right. No sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 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 10(a")) if then known. At any time during the period beginning on the earlier to occur of (xi) 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, (yii) the Holder becoming aware of a Change of Control and (ziii) the Holder’s 's receipt of a Change of Control Notice and ending twenty-five twenty (2520) Trading Business Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to (i) before the Public Company Date, 125% of the Conversion Amount and (ii) after the Public Company Date, the greater of (x1) 125% of the Conversion Amount and (2) the product of (A) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of (AI) the Conversion Amount being redeemed and (BII) the quotient determined by dividing (IA) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control Control, and ending on the date the Holder delivers the Change of Control Redemption Notice, by (IIB) the lowest Conversion Price in effect during such period (the “"Change of Control Redemption Price”"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control 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. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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. Notwithstanding anything to the contrary contained herein, if the Required Holders explicitly approve of a Change of Control transaction in writing, the Required Holders shall be deemed to have waived their rights hereunder to redeem Notes for an amount in excess of the applicable Conversion Amount in connection with such Change of Control transaction. Any such waiver by the Required Holders will apply to all holders of Notes.

Redemption Right. No sooner than twenty-five (25i) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $0.34 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed canceled and void and of no further force or effect without any further act or deed on the event part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase 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 Change of Control redemption premium due under this Section 5(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 penaltyWarrants.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) 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 a Change of Control and (z) after the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least 10 days prior to a Change of Control, at any time on or after the date which is 10 days prior to a Change of Control and ending 10 days after the consummation of such Change of Control), the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require redeem; provided, however, that the Company shall not be under any obligation to redeemredeem all or any portion of this Note or to deliver the applicable Change of Control Redemption Price unless and until the applicable Change of Control is consummated. The portion of this Note subject to redemption pursuant to this Section 5(b5(c) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (xi) the product of (Ax) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of quotient determined by dividing (A) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 110% of 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 5(c) shall be made in accordance with the provisions of Section 10 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25a) days nor later than twenty (20) days prior For a period from the Closing to the consummation of a Change of Control, but not prior to 60th day following the public announcement of such Change of ControlClosing, the Company shall deliver written have a right to redeem and repurchase from the Investors all, but not less than all, of the Company Securities acquired at the Closing, at a redemption price of $0.50 per share of Common Stock and, upon such redemption, the Warrants issued with respect to such shares of Common Stock shall be cancelled and terminated and shall be of no further force or effect, with no additional payment therefor. (b) By way of illustration and not limitation, in the event that an Investor acquired 100,000 shares of Common Stock at the Closing and was issued a Warrant to acquire 100,000 additional shares of Common Stock at the Closing, the redemption price payable to such Investor shall be $50,000 for the redemption of the 100,000 shares of Common Stock, and the Warrant to acquire the 100,000 additional shares of Common Stock shall be cancelled and terminated and shall be of no further force or effect, with no additional payment therefor. (c) The Company shall provide notice thereof via electronic mail and overnight courier to the Holder (a “Change Investors of Control Notice”) setting forth a description the Company’s election to undertake the redemption of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption Securities pursuant to this Section 5(b) shall be redeemed by 2.03 on or before the Company in cash by wire transfer of immediately available funds at a price equal to 60th day following the greater of (x) the product of (A) the Redemption Premium and (B) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption NoticeClosing, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 12.02 and if such notice is not received by the Investors on or prior to such date the Company shall no longer have the right to undertake any such redemption pursuant to this Section 2.03. If the Company elects to exercise its rights pursuant to this Section 2.03 and validly does so, the closing of the redemption hereunder shall occur on the third Business Day following the receipt of the notice required hereunder. (d) The redemption price for the redemption of the Company Securities pursuant to this Section 2.03 shall be paid in cash (via wire transfer to accounts as designated by the applicable Investors) in full at the closing of the redemption. Each of the Parties covenants and agrees to executing and delivering such documents and undertaking such actions as reasonably required to effect the intent of this Section 2.03, provided that the Parties acknowledge and agree that the Investors shall not be required to agree to any additional limitations, covenants or agreements in connection therewith and shall have priority provide customary representations with respect to payments the Company Securities, including as to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments their ownership of the Note by the CompanyCompany Securities at such time, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change free and clear of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 penaltyall Liens.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty ten (2010) 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 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 10(a11(a)) 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 a Change of Control and (z) the Holder’s 's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “"Change of Control Redemption”") all or any portion of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Note Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the Conversion Note 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “"Change of Control Redemption Price”"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25) days nor later than twenty (20) days prior Upon the occurrence of an Event of Default with respect to this Note or any Other Note or the consummation of a Change of Control, but not prior to the public announcement of such Change of ControlAdditional Notes, the Company shall within three (3) Business Days of becoming aware of such Event of Default deliver written notice thereof via electronic mail facsimile and overnight courier (an "Event of Default Notice") to the Holder (a “Change specifying the facts surrounding the applicable Event of Control Notice”Default and which clause of Section 4(a) setting forth a description triggered such Event of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 10(a)) if then knownDefault. At any time during the period beginning on after the earlier to occur of (x) any oral or written agreement by the Company or any Holder's receipt of its Subsidiaries, upon consummation an Event of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) Default Notice and the Holder becoming aware of a Change an Event of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of ControlDefault, the Holder may require the Company to redeem (a “Change an "Event of Control Default Redemption”") all or any portion of this Note by delivering written notice thereof (“Change the "Event of Control Default Redemption Notice”") to the Company, which Change Event of Control Default Redemption Notice shall indicate the Conversion Amount portion of this Note the Holder is electing to require the Company to redeem. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5(b4(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 (x1) the product of (AI) the Redemption Premium Percentage and (BII) of the Conversion Amount being to be redeemed and (y2) the product of (AI) the Conversion Amount being redeemed and (BII) the quotient determined by dividing (IA) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur such Event of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control Default and ending on the date the Holder delivers the Change Event of Control Default Redemption Notice, by (IIB) the lowest Conversion Price in effect during such period (the “Change "Event of Control Default Redemption Price”"). Redemptions required by this Section 5 4(b) shall be made in accordance with the provisions of Section 10 and shall have priority 11. Notwithstanding anything to payments the contrary in this Section 4(b), but subject to stockholders Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in connection full, the Conversion Amount submitted for redemption under this Section 4(b) (together with a Change of Controlany 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 5(b4(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(b4(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 Change Event of Control Default redemption premium due under this Section 5(b4(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 twenty-five (25i) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $[ ] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[150,000]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed canceled and void and of no further force or effect without any further act or deed on the event part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase 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 Change of Control redemption premium due under this Section 5(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 penaltyWarrants.

Redemption Right. No sooner than twenty-five From the date hereof until January 31, 2009, each Investor Stockholder shall have the following redemption rights: (25a) In addition to all other rights of any Investor Stockholder contained herein, within 60 days nor later than twenty following a Triggering Event any Investor Stockholder may notify the Company in writing (20the "REDEMPTION NOTICE") 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 electronic mail and overnight courier Investor Stockholder's desire 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 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require cause the Company to redeem (a “Change of Control Redemption”) all or any portion of the Redeemable Securities held by such Investor Stockholder for their Redemption Price. Furthermore, following an event described in clause (ii) of the definition of a "Triggering Event", but prior to an event described in clause (i) of the definition of a "Triggering Event", an Investor Stockholder may convert all or any portion of the Conversion Amount of any Convertible Note for the purpose of tendering for redemption any shares of Common Stock issuance upon such exercise pursuant to this Note Section 3.1. (b) If the Company receives a Redemption Notice pursuant to Section 3.1(a), it shall deliver to the tendering Investor Stockholders in writing within thirty days of the receipt by delivering written notice thereof (“Change the Company of Control the Redemption Notice”, a notice stating: (i) the date as of which such redemption shall occur which date (the "REDEMPTION CLOSING") shall be not less than ten days nor more than thirty days following the date of such notice, but in any event prior to January __, 2009; (ii) the Redeemable Securities to be redeemed from the such Investor Stockholders and the Redemption Price (which shall be calculated as of the date of the Redemption Notice) and (iii) the place or places where the Redeemable Securities are to be surrendered for payment, subject to Section 3.1(e) below with respect to any Convertible Notes. (c) If the Company fails to pay the Redemption Price on the date fixed for redemption, in addition to any other remedies available to the Investor Stockholders, the Company shall also pay interest thereon at the rate of 1.5% per month (prorated for partial months) until such Redemption Price, any interest thereon and all accrued and unpaid interest on the Convertible Notes shall have been paid in full. (d) At the Redemption Closing, the tendering Investor Stockholders shall deliver to the Company any Redeemable Shares being tendered for redemption, in each case, duly endorsed for transfer to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing and subject to require Section 3.1(e), any Convertible Notes being tendered for redemption, and the Company shall deliver to redeem. The portion of this Note subject each tendering Investor Stockholder a cashier's or certified check payable to redemption pursuant to this Section 5(b) shall be redeemed by the Company such Investor Stockholder in cash by wire transfer of immediately available funds at a price an amount equal to the greater of (x) the product of (A) the Redemption Premium Price payable thereto plus all accrued and (B) of the 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 unpaid interest on the date immediately preceding the earlier to occur of Convertible Notes held by such Investor Stockholder being tendered for redemption. (xe) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 5set forth herein, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 upon redemption of any portion of the Note under this Section 5(b)Convertible Notes in accordance with the terms hereof, the Holder’s damages would Investor Stockholders shall not be uncertain and difficult required to estimate because physically surrender any of the parties’ inability Convertible Notes to predict future interest rates the Company unless the full Conversion Amount then outstanding with respect thereto is being redeemed. The Company shall maintain records showing the Conversion Amount so redeemed and the uncertainty dates of such redemptions or shall use such other method, reasonably satisfactory to the Investor Stockholders, so as not to require physical surrender of any Convertible Note upon any such partial redemption. Notwithstanding the foregoing, if any portion of a Convertible Note is redeemed as aforesaid, thereafter, the holder thereof may not transfer a Convertible Note unless such Investor Stockholder first physically surrenders such Convertible Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Investor Stockholder a new Convertible Note (a "NEW CONVERTIBLE NOTE") of like tenor, registered as such Investor Stockholder may request, representing in the aggregate the remaining Conversion Amount represented by the Convertible Note. The Investor Stockholders and any assignees, by acceptance of the availability Convertible Notes or any New Convertible Note, acknowledge and agree that, by reason of the provisions of this paragraph, following redemption of any portion of any Convertible Note, the Conversion Amount represented by a suitable substitute investment opportunity for New Convertible Note may be less than the Holder. Accordinglyprincipal amount set forth on the face of the corresponding Convertible Note dated January 31, any Change of Control redemption premium due under this Section 5(b2000. (f) is intended by the parties to be, The Company shall not (and shall be deemed, a reasonable estimate not permit any Affiliate of the Holder’s actual loss Company to) hereafter enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to redeem any of its investment opportunity the Redeemable Securities, except as provided in the Senior Credit Agreement and not the Subordination Agreement (as a penaltydefined in the Purchase Agreement).

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning i. Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP has equaled or exceeded $[●]2 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. iii. Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the event part of the Company. __________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase 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 Change of Control redemption premium due under this Section 5(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 penaltyWarrants.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty ten (2010) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of ControlFundamental Transaction, the Company shall deliver written notice thereof via electronic mail facsimile and overnight courier to the Holder (a “Change of Control Fundamental Transaction Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in ). Notwithstanding Section 10(a5(a)) 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, Subsidiaries upon consummation of which the transaction contemplated thereby Fundamental Transaction would reasonably be expected to result in a Change of Control, occur and (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Fundamental Transaction Notice and ending twenty-five twenty (2520) Trading Days after the date of the consummation of such Change of ControlFundamental Transaction, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Fundamental Transaction Redemption Notice” and the date the Company receives such notice, the “Fundamental Transaction Redemption Notice Date”) to the Company, which Change of Control Fundamental Transaction Redemption Notice shall indicate the Conversion Amount portion of principal and accrued and unpaid Interest that the Holder is electing to require the Company to redeemredeem (the “Redeemed Amount”). The portion of this Note subject to redemption pursuant to this Section 5(b) Redeemed Amount 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 100% of (A) the Redemption Premium and Redeemed Amount plus (B) accrued and unpaid Interest on such Redeemed Amount through the date of the Conversion Amount being redeemed and redemption plus (yC) the product of (A) the Conversion Make-Whole 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Fundamental Transaction Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 12 and shall have priority to payments to stockholders in connection with a Change of ControlFundamental Transaction. To the extent redemptions required by this Section 5(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(d), until the Change of Control Fundamental Transaction Redemption Price (together with any interest thereon) is paid in full, the Conversion 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 5(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 Change of Control redemption premium Make-Whole Amount due under this Section 5(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 sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning i. Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP has equaled or exceeded $[●]2 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. iii. Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the event part of the Company. v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of Warrants. ___________ 2 Insert amount that is 150% 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 Change of Control redemption premium due under this Section 5(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.Exercise Price

Redemption Right. No sooner than twenty-five Following the occurrence of a Redemption Event, the Wafra Representative shall have the right for a ninety (2590) days nor later than twenty (20) days prior day period, exercisable by delivering a written notice 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 electronic mail and overnight courier to the Holder Digital Colony Representative (a “Change of Control Redemption Notice”), to require the Digital Colony Companies or CCOC (at the Digital Colony Representative’s election) setting forth a description (the date of such transaction in reasonable detail delivery of the 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 amount equal to (w) the sum of Management Interests Consideration Amount, the Warrants LA_LAN01:362977.13 Consideration Amount and the anticipated Change of Control Redemption Date Contingent Consideration Amount, if paid (as defined such sum in Section 10(athis clause (w)) if then known. At any time during , the period beginning on the earlier to occur of “Total Management Consideration Amount”), minus (x) any oral distributions or written agreement payments received by the Company Wafra Management Subscriber pursuant to the A&R DCMH Agreement, as applicable, as of immediately prior to the Redemption Event (including, for the avoidance of doubt, any distributions or any payments received of its SubsidiariesAvailable Cash pursuant to the A&R DCMH Agreement, upon consummation of which the transaction contemplated thereby would reasonably be expected to result but excluding distributions or payments in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date respect of the consummation of Sponsor Commitments or Identified Sponsor Commitments) (such Change of Controlamounts described in this clause (x), the Holder may require the Company to redeem “Management Distributions”), or (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”ii) to the Companyextent Colony Capital remains listed on the NYSE or NASDAQ at such time, which Change of Control Redemption Notice shall indicate by doubling the Conversion Amount the Holder is electing Wafra Management Subscriber’s Specified Percentage with respect to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) all distributions until the Redemption Premium Amount is paid in full, during which time the Wafra Management Subscribers shall retain their Ownership Interests, as modified by this clause (ii) (the “Redemption Amount”, and such redemption right, the “Redemption Right”) (Bit being agreed and understood that clause (i)(w) of the Conversion definition of Redemption Amount being redeemed and shall be modified for purposes of clause (yii) to read “1.5x the product of Total Management Consideration Amount”) (A) the Conversion Amount being redeemed and this clause (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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Noticeii), by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption PriceDeferred Redemption”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 Agreement, the Redemption Right pursuant to this Section 59.1(a) shall only be exercisable concurrently with the exercise of the Redemption Right under Section 8 of the Carried Interest Participation Agreement and, but subject to Section 3(dthe extent the amount of Management Distributions exceeds the Total Management Consideration Amount (as it may have been modified in connection with a Deferred Redemption), until the Change of Control such excess shall be deducted from any unpaid Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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. No sooner than twentyAt least forty-five (2545) days nor later than twenty (20) days prior to before the consummation of a Change of Control, but in no event later than fifteen (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 electronic mail facsimile and overnight courier to the Holder (a “Change of Control Notice”) setting forth ). If the terms of a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date 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 (as defined in Section 10(a)b) if then knownshall be calculated based upon the Holder’s receipt of the later Change of Control Notice. 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 a “Change of Control and (zPeriod”) beginning after the Holder’s receipt of a Change of Control Notice and ending twenty-five on the date that is fifteen (2515) Trading Days after the date later of the consummation of such Change of ControlControl or delivery of the Change of Control Notice, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater sum of (xi) the product amount of (A) any accrued and unpaid Interest on the Redemption Premium Principal through the date of such redemption payment together with the amount of any accrued and unpaid Late Charges and (Bii) an amount equal to one hundred and ten percent (110%) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period Principal then outstanding (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning i. 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 a Change of Control Notice and ending twentyone-five (25) Trading Days after the date year anniversary of the consummation Initial Exercise Date, this Warrant may be redeemed at the option of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in date on which (i) the event closing price of the Company’s redemption of any portion common stock on the Company’s primary Trading Market has equaled or exceeded $5.00 for ten (10) consecutive Trading Days and (ii) the daily trading volume of the Note under Common Stock on the Company’s primary Trading Market has exceeded 100,000 shares on each of such ten (10) Trading Days referred to in Section 5(f)(i). ii. The price at which this Section 5(bWarrant may be redeemed (the “Redemption Price”) is $0.025 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder’s damages would Holder of a redeemed Warrant shall be uncertain and difficult entitled to estimate because payment of the parties’ inability to predict future interest rates and the uncertainty Redemption Price upon surrender of the availability Warrant to the Company. iii. Notice of redemption of this Warrant shall be given at least 30 days’ prior to the Redemption Date by the Company (i) notifying the Holders of such redemption via publication of a suitable substitute investment opportunity for press release and (ii) taking such other steps as may be required under applicable law. iv. From and after the Holder. AccordinglyRedemption Date, any Change of Control Warrant Shares noticed for redemption premium due under this Section 5(b) is intended that have not theretofore been exercised by the parties Holder shall, upon payment of the aggregate Redemption Price therefor, cease to be, represent the right to purchase any shares of Common Stock and shall be deemeddeemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. v. By acceptance of this Warrant, a reasonable estimate of the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s actual loss failure to return such certificate. In the event the certificate so returned represents a number of its investment opportunity and not Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a penaltynew certificate in book-entry form for the number of unredeemed Warrant Shares.

Redemption Right. No sooner than twenty-five (25i) At least 45 days nor later than twenty (20) days prior to 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 electronic mail facsimile and overnight courier to the Holder (a “Change of Control Notice”) setting forth ). If the terms of a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date 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 (as defined in Section 10(a)b) if then knownshall be calculated based upon the Holder’s receipt of the later Change of Control Notice. 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 a “Change of Control and (zPeriod”) beginning after the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) on the date that is 15 Trading Days after the date later of the consummation of such Change of ControlControl or delivery of the Change of Control Notice, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount portion of this Note that the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b5 (the “Redemption Portion”) 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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers for the Change of Control Redemption NoticePrice (as defined in Section 5(b)(ii)), which shall be payable in cash or, at the sole election of the Holder and subject to Section 3(d), by delivery of a number of shares of Common Stock equal to the Change of Control Redemption Price divided by the average of the Weighted Average Prices of the Common Stock for each of the three consecutive Trading Days ending on the Trading Day immediately prior to the effective date of the Change of Control. (IIii) the lowest Conversion Price As used in effect during such period (this Section 5, the “Change of Control Redemption Price”). Redemptions required by this Section 5 ” shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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.mean:

Redemption Right. No sooner than twenty-five (25a) Within fifteen (15) days nor later than twenty after the indefeasible payment in cash in full of the Company’s Obligations (20as defined in the Amended Credit Agreement) days prior to under the consummation Amended Credit Agreement (including the cash collateralization of any outstanding letters of credit) and termination of the Commitments (as defined in the Amended Credit Agreement) thereunder (a Change of Control, but not prior to the public announcement of such Change of Control“Redemption Event”), the Company shall deliver may elect, at its option, to furnish to the Class B Common Holders written notice thereof via electronic mail and overnight courier to (the Holder (a “Change of Control Redemption Notice”) setting forth the occurrence of a description Redemption Event. The Redemption Notice shall give rise to the requirement that the Company purchase from the Class B Common Holders all, but not less than all, of such transaction in reasonable detail and the anticipated Change shares of Control outstanding Class B Common Stock held by the Class B Common Holders (the “Company Share Redemption”). The Redemption Notice shall be deemed an irrevocable commitment of the Company to purchase all of the shares of Class B Common Stock from the Class B Common Holders. The price to be paid for the shares of Class B Common Stock (the “Purchase Price”) shall be an amount equal to (i) 2.5% of the outstanding principal obligations under the Amended Credit Agreement as of the Closing Date (as defined in Section 10(athe Amended Credit Agreement)) , if then known. At any time during the period beginning redemption is effected on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiariesbefore Mxxxx 00, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control0000, (yxx) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date 5% of the consummation outstanding principal obligations under the Amended Credit Agreement as of such Change the Closing Date if the redemption is effected after March 31, 2014 and on or before March 31, 2015 or (iii) 7.5% of Controlthe outstanding principal obligations under the Amended Credit Agreement as of the Closing Date, if the Holder may require redemption is effected after March 31, 2015 and on or before March 31, 2016. The foregoing right of the Company to redeem the shares of Class B Common Stock held by the Class B Common Holders shall terminate on March 31, 2016. (a “Change b) Following any election by the Company pursuant to Section 4(a) to redeem all of Control Redemption”the outstanding shares of Class B Common Stock, the Company and the Class B Common Holders shall cooperate in good faith and use their respective reasonable best efforts to consummate the Company Share Redemption as promptly as reasonably practicable and, in any event, within thirty (30) all or any portion days following the Class B Common Holders’ receipt of this Note by delivering written notice thereof (“Change of Control the Redemption Notice”) . Payment of any amounts due to the Company, which Change of Control Redemption Notice Class B Common Holders under this Section 4 shall indicate the Conversion Amount the Holder is electing to require be made by the Company to redeem. The portion the Class B Common Holders in cash at the closing of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 penaltyShare Redemption.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a11(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five fifteen (2515) days nor later ----------------- than twenty ten (2010) 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 electronic mail facsimile 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 10(a"CHANGE OF CONTROL NOTICE")) 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 a Change of Control and (z) after the Holder’s 's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (xi) the product of (Ax) 125% of the Redemption Premium and (B) sum of the Conversion Amount being 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 product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (IA) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) following the public announcement of such proposed Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (IIB) the lowest Conversion Price in effect during and (ii) 125% of the sum of the Conversion Amount being redeemed together with accrued and unpaid Interest with respect to such period Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest (the “Change of Control Redemption Price”"CHANGE OF CONTROL REDEMPTION PRICE"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b5(c) (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 In the event of the Company’s a partial redemption of any portion of the this Note under this Section 5(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 Change of Control redemption premium due under this Section 5(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. No sooner than twenty-five (25) days nor later than twenty (20) 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 or 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 10(a")) 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 a Change of Control and (z) the Holder’s 's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “"Change of Control Redemption”") all or any portion of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b6(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “"Change of Control Redemption Price”"). Redemptions required by this Section 5 6 shall be made in accordance with the provisions of Section 10 13 and shall have priority to payments to stockholders shareholders in connection with a Change of Control, but shall be subject to the subordination provisions of Section 4 hereof. To the extent redemptions required by this Section 5(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 56, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b6(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25) days nor later than twenty ten (2010) 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 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 10(a11(a)) 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 a Change of Control and (z) the Holder’s 's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Note Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the Conversion Note 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner Not less than twenty-five ten (25) days nor later than twenty (2010) 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 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 date of the consummation of such Change of Control Redemption Date (as defined in Section 10(a)) if then known. At any time during the period beginning on the earlier earliest to occur of (x) the public announcement of any oral or written agreement by the Company or any of its SubsidiariesSubsidiaries (the "Announcement Date"), 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 's receipt of a Change of Control Notice Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “"Holder Change of Control Redemption”") all or any portion of this Note by delivering written notice thereof (“a "Holder Change of Control Redemption Notice”") to the Company, which Holder Change of Control Redemption Notice shall indicate the Conversion Redemption Amount the Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a "Company Change of Control Redemption" and, together with a Holder Change of Control Redemption, a "Change of Control Redemption") all but not less than all of this Note by delivering written notice (a "Company Change of Control Redemption Notice" and, together with a Holder Change of Control Redemption Notice, a "Change of Control Redemption Notice") to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption pursuant to this Section 5(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 sum of (A) the Redemption Premium and (B) Amount of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount Notes 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period Make-Whole Amount (the “"Change of Control Redemption Price”"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 twenty-five (25) days nor later than twenty (20) days prior Subject to the consummation terms and conditions herein (including without limitation Section 4(c) below), in the event that the Company enters into an agreement with a nationally recognized investment banking firm ("UNDERWRITER") to effect a firm commitment registered underwritten public offering of Common Stock (excluding equity-line transactions and transactions with affiliates) yielding proceeds for the Company in excess of $10 million ("OFFERING") and such Underwriter requires that the Company redeem all or part of the outstanding Notes in full as a Change condition for consummating such Offering, then the Company shall have the right to redeem for cash such portion of Controlthe outstanding Notes as the Underwriter requires to be redeemed at a redemption price equal to (a) the Principal Amount outstanding of the Notes (which includes default interest and Accreted Amounts accrued hereunder through the redemption date), but not prior plus (b) the dollar amount of default interest and Accreted Amounts (in cash) which would have accrued and accreted on the outstanding Notes being redeemed from the redemption date through the originally scheduled Maturity Date had such Notes remained outstanding until the Maturity Date. In order to the public announcement of exercise such Change of Controlredemption right, the Company shall deliver written to all holders of Notes an irrevocable redemption notice thereof via electronic mail ("REDEMPTION NOTICE") electing to so redeem at least 30 days prior to any such redemption (the period between such Redemption Notice and overnight courier such actual redemption hereinafter referred to as the "REDEMPTION NOTICE PERIOD"), provided that the Company may not deliver such notice if there is not Effective Registration at such time. The redemption date shall occur no earlier than the closing of the Offering and no later than fifteen (15) days following the closing of the Offering. If the Offering is not consummated as contemplated herein, the Company shall not have the right to redeem the Notes in connection with such Offering and the applicable Redemption Notice shall be deemed null and void and of no further force or effect. For clarification purposes, the Holder (a “Change shall have the right to convert any or all of Control Notice”) setting forth a description of such transaction in reasonable detail this Note at any time and the anticipated Change of Control Redemption Date (as defined in Section 10(a)) if then known. At any from time to 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 penaltyPeriod.

Redemption Right. No sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 electronic mail facsimile 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 10(a"CHANGE OF CONTROL NOTICE")) 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 a Change of Control and (z) after the Holder’s 's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) 5 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) 125% of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”"CHANGE OF CONTROL REDEMPTION PRICE"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 55(b), but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 13 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 twenty-five (25i) days nor later than twenty (20) 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 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 10(a)) if then known. At any time during the period beginning Beginning on the earlier to occur of (x) any oral or written agreement by Initial Exercise Date, this Warrant may be redeemed at 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 a Change of Control Notice and ending twenty-five (25) Trading Days after the date option of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $0.76 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder into of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock pursuant to Section 3. The parties hereto agree that in and shall be deemed canceled and void and of no further force or effect without any further act or deed on the event part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s redemption failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any portion provision of Section 2(e) herein. The Company’s right to call the Note Warrants under this Section 5(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase 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 Change of Control redemption premium due under this Section 5(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 penaltyWarrants.

Redemption Right. No sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) days prior to the consummation of a Change of ControlControl (but from and after an Effective Registration, but not prior to the public announcement of such Change of Control), the Company shall deliver written notice thereof via electronic mail facsimile 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 10(a)) 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 a “Change of Control and (zMeasuring Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Change of Control Redemption Price”) equal to the greater greatest of (xi) the sum of (A) the product of (Ax) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product quotient determined by dividing (I) the Closing Sale Price of the Class A Common Stock immediately following the public announcement of such proposed Change of Control by (II) the Conversion Price and (B) the Present Value of Interest, or (ii) the sum of (A) the value of the consideration, assuming that the entire Conversion Amount being redeemed were converted into shares of Class A Common Stock at the then prevailing Conversion Rate, issuable per share of Common Stock in such Change of Control for the entire Conversion Amount being redeemed and (B) the Present Value of Interest (if any) and (iii) the sum of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing Present Value of Interest (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”if any). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 12 and shall have priority to payments to stockholders in connection with a Change of Control. To In addition to the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments foregoing, at the time of the Note by consummation of any such Change of Control, the Company, such redemptions Company shall be deemed pay to be voluntary prepaymentsthe Holder an amount in cash equal to the Present Value of Interest (if any) for any Conversion Amount converted pursuant to the provisions of Section 3 hereof during the Change of Control Measuring Period. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control 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 shares of Class A 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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 electronic mail facsimile 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 10(a)) 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 a Change of Control and (z) after the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (xi) the product of (Ax) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of quotient determined by dividing (A) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 105% of the Conversion Amount being redeemed and (B) from the quotient determined by dividing (I) Issuance Date until six months from the greatest Closing Sale Price Issuance Date, 110% of the shares Conversion Amount being redeemed from the end of Common Stock during such six month period until the period beginning on the date immediately preceding the earlier to occur of (x) the consummation first anniversary of the Change Issuance Date, and 120% of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period Amount being redeemed thereafter (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b5(c) (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 In the event of the Company’s a partial redemption of any portion of the this Note under this Section 5(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 Change of Control redemption premium due under this Section 5(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. No sooner than twenty-five fifteen (2515) days nor later than twenty ten (2010) 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 electronic mail facsimile 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 10(a")) 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 a "Change of Control and (zPeriod") beginning after the Holder’s 's receipt of a Change of Control Notice and ending twenty-five on the date that is twenty (2520) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate (i) the Conversion Amount the Holder is electing to require redeem and (ii) whether the Holder is requiring the Company to redeempay the Change of Control Redemption Price in cash or by delivery of Common Shares. The portion of this Note subject to redemption pursuant to this Section 5(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 115% of the product sum of (A) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of (A1) the Conversion Amount being redeemed and (B2) the amount of any accrued but unpaid Interest thereon through the date of such redemption payment and (y) the sum of (A) the product of (1) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Common Share to be paid to the holders of the Common Shares upon consummation of the Change of Control and (2) the quotient determined by dividing (I) the greatest Closing Sale Conversion Amount being redeemed by (II) the Conversion Price plus (B) the amount of the shares of Common Stock during the period beginning any accrued but unpaid Interest on the Conversion Amount being redeemed through the date immediately preceding of such redemption payment (the earlier "Change of Control Redemption Price"). In the event the Holder has elected to occur of (x) the consummation of receive the Change of Control and Redemption Price in Common Shares, Vasogen shall deliver, within three (y3) Trading Days of receipt of the public announcement of such Change of Control and ending on the date the Holder delivers the Holder's Change of Control Redemption Notice, by (II) to the lowest Conversion Price in effect during such period (Holder's account with DTC on the “Change of Control Redemption Date (as defined in Section 14) a number of Common Shares equal to the quotient of (aa) the applicable Change of Control Redemption Price divided by (bb) the Change of Control Conversion Price”), rounded to the nearest whole Common Share; provided that if the Change of Control Redemption Date would fall on a date that is after the consummation of the applicable Change of Control, then Vasogen shall not deliver Common Shares to the Holder but rather the Company shall pay the Change of Control Redemption Price to the Holder in cash. Redemptions made in cash as required by this Section 5 shall be made in accordance with the provisions of Section 10 14 and shall have priority to payments to stockholders shareholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b5(c) may be converted, in whole or in part, by the Holder into Common Stock Shares, or in the event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the Common Shares 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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25i) days nor later than twenty At any time after the earlier to occur of the following: (20i) the fifth (5th) anniversary of the date of the Class B Ordinary Closing Date, if no Qualified IPO has occurred, and (ii) the occurrence of any material breach of the Transaction Documents by the Company or Ruipeng Management Members, then, at the option of any holder of the Class B Ordinary Shares, by written notice of at least 30 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 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 10(abelow) to the Company (the “Redemption Notice”) stating the date on which the Class B Ordinary Shares are to be redeemed (the “Redemption Date”), the Company shall redeem all or any part of the outstanding Class B Ordinary Shares (including the Class B Ordinary Shares issuable upon the exercise of the CLASS B Warrants, provided that the applicable redemption price of a Class B Ordinary Share issuable upon the exercise of the CLASS B Warrants to be redeemed shall deduct the applicable exercise price of such share issuable under the relevant CLASS B Warrant) if then known. At any time during the period beginning requested to be redeemed by such holder(s) on the earlier Redemption Date, out of funds legally available therefor, at a redemption price per Class B Ordinary Share (the “Redemption Price”) equal to occur (a) the Class B Ordinary Share Issue Price with a simple rate of eight percent (x8%) any oral or written agreement by per annum return calculated from the first date on which such holder becomes a Class B Ordinary Member through the date on which the redemption price is paid, plus (b) all declared but unpaid dividend on such Share. (ii) Within three (3) Business Days after receipt of the Redemption Notice, the Company or any shall promptly give written notice of its Subsidiariesthe redemption request to each non-requesting holder of Class B Ordinary Shares, upon consummation Beijing Yangguang, PD Company Limited, Bing Xiao Enterprise Management Company Limited (“Bing Xiao”), Dachen Chuanglian and 深圳市达晨创丰股权投资企业(有限合伙) (“Dachen Chuangfeng”, with Xxxx Xxxx, Xxxxxx Xxxxxxxxxx collectively, “Dachen”) stating the existence of which such request, the transaction contemplated thereby would reasonably be expected to result in a Change Redemption Price, the Redemption Date and the mechanics of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s redemption. Upon receipt of a Change such notice from the Company, any holder of Control Notice Class B Ordinary Shares, Beijing Yangguang, Dachen may participate in the redemption on the Redemption Date. If on the Redemption Date, the fund and ending twenty-five (25) Trading Days after the date assets of the consummation of such Change of Control, the Holder may require Company legally available for redemption is insufficient for the Company to redeem all Class B Ordinary Shares requested to be redeemed in full, then (a “Change i) the number of Control Redemption”Class B Ordinary Shares to be redeemed on the Redemption Date (and to receive Redemption Price thereon) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) shall be allocated to the CompanyClass B Ordinary Members requesting the redemption, which Change ratably based on their respective number of Control Class B Ordinary Shares requested to be redeemed on such Redemption Notice Date, and (ii) the remaining Class B Ordinary Shares requested to be redeemed (but the Redemption Price thereon is not paid on the Redemption Date) shall indicate the Conversion Amount the Holder is electing continue to require be deemed issued and outstanding, and the Company to redeem. The portion of this Note shall redeem such remaining Class B Ordinary Shares subject to redemption pursuant as soon as the Company has legally available funds to this Section 5(b) shall do so. Only after the Company has redeemed all of the outstanding Class B Ordinary Shares (whether or not requested to be redeemed on the relevant Redemption Date) and unconditionally and irrevocably paid the Redemption Price with respect to all outstanding Class B Ordinary Shares to their holder(s) in full, (i) up to 376,564,855 Class A Ordinary Shares held by the Company in cash by wire transfer of immediately available funds Beijing Yangguang shall then be redeemed at a redemption price per Share equal to RMB 0.65327 with a simple rate of eight percent (8%) per annum return calculated from December 7, 2017 through the greater date on which the redemption price is paid; (ii) up to 153,075,145 Class A Ordinary Shares held by Beijing Yangguang shall then be redeemed at a redemption price per Share equal to RMB 0.65327 with a simple rate of eight percent (x8%) per annum return calculated from December 1, 2017 through the date on which the redemption price is paid; (iii) up to 152,837,973 Class A Ordinary Shares held by Xxxxxx Xxxxxxxxxx shall then be redeemed at a redemption price per Share equal to RMB 0.60826 with no interest; (iv) the product Class A Ordinary Shares held by Xxxxxx Xxxxxxxxxx shall then be redeemed at a redemption price per Share equal to RMB 0.25873 with a simple rate of eight percent (A8%) per annum return calculated from December 24, 2015 through the date on which the redemption price is paid; (v) the Redemption Premium Class A Ordinary Shares held by Xxxx Xxxx shall then be redeemed at a redemption price per Share equal to RMB 0.25867 with a simple rate of eight percent (8%) per annum return calculated from December 24, 2015 through the date on which the redemption price is paid; and (B) of the Conversion Amount being redeemed and (yvi) the product Class A Ordinary Shares held by PD Company Limited shall then be redeemed at a redemption price per Share equal to RMB 0.26862 with a simple rate of eight percent (A8%) 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 per annum return calculated from December 25, 2015 through the date immediately preceding on which the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 prepaymentsredemption price is paid. Notwithstanding anything to the contrary contained herein or in this Section 5the Articles, but subject to Section 3(d)the Restructuring Framework Agreement or other Transaction Documents, no other Shares or Equity Securities of the Company (including without limitation the Class A Ordinary Shares held by Beijing Yangguang, PD Company Limited and Dachen) shall be redeemed unless and until the Change Company shall have redeemed all of Control Redemption Price is paid the outstanding Class B Ordinary Shares requested to be redeemed in full. (iii) Once the Company has received the Redemption Notice, the Conversion Amount submitted for redemption under this Section 5(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 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates Company and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to beMajor Subsidiaries shall not, and shall be deemed, a reasonable estimate procure that none of the Holder’s actual loss Group Companies shall, take any action which might have the effect of delaying, undermining or restricting the redemption, and the Company, the Major Subsidiaries, the Class A Ordinary Members and the Ruipeng Management Members shall in good faith use all best efforts to increase as expeditiously as possible the amount of legally available funds including, without limitation, causing any other Group Companies to distribute any and all available funds to the Company for purposes of paying the applicable Redemption Price for all Class B Ordinary Shares subject to redemption on the Redemption Date. If the Company fails (for whatever reason) to redeem any Class B Ordinary Share on the Redemption Date, as from such date until the date on which the same is redeemed, the Company shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its investment opportunity profits available for distribution nor redeem or repurchase any other Equity Securities of the Company (other than the Class B Ordinary Shares requested to be redeemed). Without prejudice to any claim or other remedies that a holder of Class B Ordinary Shares subject to redemption may have under this Agreement, the Articles, Applicable Law or otherwise, and not as notwithstanding anything to the contrary in this Agreement, the Articles, the Restructuring Framework Agreement or other Transaction Documents, such holder of such Class B Ordinary Shares is entitled (provided a penaltyprior written consent from holders holding at least 90% of the then outstanding Class B Ordinary Shares has been obtained) to make any proposal for the purpose of receiving the applicable Redemption Price including without limitation, (i) liquidation or dissolution of any Group Company, (ii) any sale or merger of any Group Company; (iii) Transfer, sale, lease or otherwise disposal of any Assets of any Group Company and (iv) licensing any brand or any business of any Group Company to any third party. Immediately upon the request of such holder of such Class B Ordinary Shares (provided a prior written consent from holders holding at least 90% of the then outstanding Class B Ordinary Shares has been obtained), each Member, the Ruipeng Management Members and the Group Companies shall fully cooperate with, and follow the instructions of, such holder of such Class B Ordinary Shares in connection therewith. (iv) The Company and each Member shall take or cause to be taken all actions, do or cause to be done, and assist and cooperate with the holders of Class B Ordinary Shares subject to redemption in doing, all things and execute all instruments necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the redemption contemplated by this Section 4.8. (v) The Parties acknowledge and agree that no Member other than the Class B Ordinary Members, Beijing Yangguang, Dachen, Bing Xiao and PD Company Limited shall be entitled to the redemption right from the date of this Agreement and any redemption right previously granted to any Member other than the Class B Ordinary Members, Beijing Yangguang, Dachen, Bing Xiao and PD Company Limited shall cease to exist from the date of this Agreement.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) 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 or 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 10(a)) 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 Subsidiaries to consummate a transaction contemplated thereby that 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 a Change of Control Notice Notice, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) 115% of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by pursuant to this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control 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 5(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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25) days nor later than twenty ten (2010) 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 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 10(a11(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion 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. The portion of this Note subject to redemption pursuant to this Section 5(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) of the Conversion Note 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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 sooner 3.1 In the event the Purchasers do not purchase Shares with an aggregate purchase price equal to or greater than twenty-five Three Million Dollars (25$3,000,000) days nor later than twenty (20) days prior to on or before 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 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 10(a)) 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 ControlPurchase Expiration Date, (yi) each Purchaser shall have the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may right to require the Company to redeem all, but not less than all, Shares held by such Purchaser and (a “Change of Control Redemption”ii) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority the right, at its option to payments to stockholders in connection with a Change of Control. To redeem all issued and outstanding Shares upon the extent redemptions required by this Section 5(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 terms and conditions set forth in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 stockholders holding a majority of the event Common Stock outstanding as of the date of this Agreement may authorize the exercise of the Company’s redemption of any portion 's right to redeem as set forth in this Section 3.1. 3.2 In the event a Purchaser or the Company desires to exercise its right as set forth in Section 3.1 hereof, such exercising party shall deliver a written notice (i) to the Company and all other Purchasers if such exercising party is a Purchaser, or (ii) to all Purchasers if such exercising party is the Company, notifying such parties of the Note under this Section 5(bredemption to be effected, specifying the number of Shares to be redeemed, the date on which the redemption shall occur (which date shall be no later than ten (10) business days after the date of such written notice), the Holder’s damages would manner and place at which payment will be uncertain made and difficult at which certificates will be surrendered. 3.3 Any Shares the Company redeems pursuant to estimate because this Section 3 shall be redeemed at a price of One Dollar ($1.00) per share (as adjusted for any stock dividends and stock splits) by delivery, at the Company's option, of either: (1) cash or (2) a promissory note in the form attached hereto as EXHIBIT C in the amount of the parties’ inability aggregate redemption price. 3.4 On the designated redemption date, each Purchaser holding Shares to predict future interest rates be redeemed shall surrender to the Company the certificate or certificates representing such Shares, in the manner and at the uncertainty of place designed in the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to benotice, and shall be deemed, a reasonable estimate of thereupon the Holder’s actual loss of its investment opportunity and not as a penalty.redemption

Redemption Right. No sooner Not less than twenty-five ten (25) days nor later than twenty (2010) 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 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 date of the consummation of such Change of Control Redemption Date (as defined in Section 10(a)) if then known. At any time during the period beginning on the earlier earliest to occur of (x) the public announcement of any oral or written agreement by the Company Parent Guarantor 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 a Change of Control Notice Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (a “Holder Change of Control Redemption Notice”) to the Company, which Holder Change of Control Redemption Notice shall indicate the Conversion Redemption Amount the Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a “Company Change of Control Redemption”) all but not less than all of this Note by delivering written notice (a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption pursuant to this Section 5(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 sum of (A) the Redemption Premium and (B) Amount of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount Notes 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period Make-Whole Amount (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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. NONCIRCUMVENTION. Each of the Company and the Parent Guarantor hereby covenants and agrees that such Person will not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder.

Redemption Right. No sooner The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than twenty-five $11.25, to deliver a written notice (25the "Redemption Notice") days nor later than twenty to the Holder that the Company will redeem this Warrant (20the "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 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 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 Calculation Date (as defined in Section 10(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the Conversion Amount being redeemed and (y) at all times during such thirty (30) day period and continuing through the product Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (Ai) authorized and reserved for issuance, (ii) registered for resale under the Conversion Amount being redeemed Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (Biii) the quotient determined by dividing (I) the greatest Closing Sale Price of listed for trading on each principal exchange or market on which the shares of Common Stock during of the period beginning Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the date immediately preceding Redemption Date less the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption NoticeExercise Price, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note multiplied by the Company, such redemptions shall be deemed to be voluntary prepaymentsnumber of Warrants being redeemed hereunder. Notwithstanding anything to the contrary Nothing in this Section 5, but subject 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to Section 3(dthe terms of this 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 "OTCBB"), until or on the Change principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of Control Redemption Price is paid in fullany date, (i) means the Conversion Amount submitted last reported sale price for redemption under this Section 5(b) may be converted, in whole the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or in part, other similar reliable reporting service as designated by the Holder into ("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 pursuant to Section 3. The parties hereto agree that 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 event valuation of businesses similar to the business of the Company’s redemption of any portion of the Note under this Section 5(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 Change of Control redemption premium due under this Section 5(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. No sooner than twenty-five (25a) days nor later than twenty (20) days prior to the consummation of a Change of ControlIf, but not prior to the public announcement of such 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 10(a)) if then known. At at any time during the period beginning commencing on the earlier to occur first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the rolling volume weighted average price of the ADS as quoted on the NASDAQ for any given thirty (x30) consecutive Trading Day period is below US$4.0 per ADS (the “Redemption Right Triggering Event”), Purchaser may, at any oral or written agreement by time before 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 end of a Change period of Control and fifteen (z15) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Business Days after the date second anniversary of the consummation of such Change of ControlClosing (“Redemption Notice Period”), elect, in its sole discretion, by giving a written notice to the Holder may Company (the “Redemption Notice”), to require the Company to redeem all (a “Change but not less than all) of Control Redemption”) all or any portion the Remaining Subject Shares held by Purchaser as of this Note by delivering written notice thereof (“Change the date of Control the Redemption Notice”) . Such Redemption Notice shall be delivered to the Company’s registered office address and business address at Xxxxxxxx Xx. 0, which Change 000 Xxxx Xxxx, Xxxxx Xxxxx Xx-Xxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxx, Xxxxxxxx 000000, People’s Republic of Control China. (b) If the Redemption Right Triggering Event has occurred and Purchaser exercises its Redemption Right pursuant to Section 5.12(a), (i) the Company shall, within fifteen (15) Business Days after the date the Redemption Notice shall indicate is given, pay to Purchaser in respect of the Conversion Amount Remaining Subject Shares as of the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price Redemption Date an amount equal to the greater of (x) the product of (A) the Remaining Investment Amount as of the Redemption Premium and Date multiplied by (B) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period 120% (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made , in accordance with Section 5.14 (the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To date on which the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in fullso paid, the Conversion Amount submitted for redemption under this Section 5(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 5(b“Redemption Date”), 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 Change of Control redemption premium due under this Section 5(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 sooner than twenty-five (25) days nor later than twenty (20) 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 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 10(a11(a)) 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 a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(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) of the 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 the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 5(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 Change of Control redemption premium due under this Section 5(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.