Common use of Redemption Right Clause in Contracts

Redemption Right. (i) Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the amount of Principal of this Note the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Notice. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to the product of (A) the amount of Principal plus any accrued and unpaid Interest to be redeemed and (B) the Event of Default Redemption Premium, and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date).

Redemption Right. No sooner than five (i5) Upon Business Days nor later than ten (10) Business Days following the occurrence consummation of an Event a Change of Default with respect to this Note or any Other NoteControl (such date of consummation of a Change of Control, the “Change of Control Date”), the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holders (an a “Event Change of Default Control Notice”) to the Holder). At any time during the period beginning after the earlier date of a Change of Control Notice and ending ten (10) Trading Days after the date of the Holder’s receipt Change of an Event of Default Notice and the Holder becoming aware of an Event of DefaultControl Notice, the any Holder may require the Company to redeem all or any portion of this Note Bond held by such Holder which has not previously been called for redemption or repurchased by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event . The Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note Bond subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company in cash at a price (the “Event of Default Redemption Price”) equal to the product sum of (A) one hundred percent (100%) of the amount of Principal plus Conversion Amount being redeemed and (B) any accrued and unpaid Interest to be redeemed and on such Conversion Amount (B) the Event “Change of Default Control Redemption Premium, and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption DatePrice”).

Redemption Right. (i) Upon No sooner than sixty (60) days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice or public announcement of a Change of Control and ending twenty (20) Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note the Holder is electing to require the Company to redeem and the date on which the Event Change of Default Control redemption shall occur (the “Event Change of Default Control Redemption Date”) ), which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event Change of Default Control Redemption Notice. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company at a price (the “Event Change of Default Control Redemption Price”) equal to the product of (A) the amount of Principal plus any accrued and unpaid Interest to be redeemed and the Company Redemption Price (B) the Event of Default Redemption Premiumas defined in Section 8(b)), and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event Change of Default Control Redemption Date).

Redemption Right. No sooner than twenty-five (i25) Upon days nor later than twenty (20) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email electronic mail and overnight courier (an “Event of Default Notice”) to the HolderHolder (a "Change of Control Notice") setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Holder’s receipt Company or any of an Event its Subsidiaries, upon consummation of Default Notice and which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of an Event a Change of DefaultControl and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) 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 (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the greater of (x) the Conversion Amount being redeemed and (y) the product of (A) the amount of Principal plus any accrued and unpaid Interest to be Conversion Amount being redeemed and (B) the Event quotient determined by dividing (I) the greatest Closing Sale Price of Default 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 PremiumNotice, 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 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 paid in accordance with deemed, a reasonable estimate of the Cash Holder's actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than twenty (i20) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email electronic mail and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (25) Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) the product of (A) the amount of Principal plus any accrued and unpaid Interest to be Conversion Amount being redeemed and (B) the Event quotient determined by dividing (I) the greatest Closing Sale Price of Default 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 PremiumNotice, 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 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 paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. Not less than ten (i10) Upon days prior to the occurrence consummation of an Event a Change of Default with respect to this Note or any Other NoteControl, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to setting forth a description of such transaction in reasonable detail and the Holderanticipated date of the consummation of such Change of Control if then known. At any time after during the earlier period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the 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’s receipt of an Event a Change of Default Notice Control Notice, and (z) the Holder becoming aware consummation of an Event such transaction which results in a Change of DefaultControl, 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 all or any portion of this Note by delivering written notice thereof (the a “Event Holder Change of Default Control Redemption Notice”) to the Company, which Event Holder Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Redemption Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than redeem. Within ten (10) Business Days days before or after the date 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 Event Equity Interests of Default the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption Noticepursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the product sum of (A) the amount Redemption Amount of Principal plus any accrued and unpaid Interest to be the Notes being redeemed and (B) the Event Make-Whole Amount (the “Change of Default Control Redemption PremiumPrice”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 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. 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 redemption premium due under this Section 5(b) is intended by the parties to be, and shall be paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than twenty-five (i25) Upon days nor later than twenty (20) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email electronic mail and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to setting forth a description of such transaction in reasonable detail and the Holderanticipated Change of Control Redemption Date (as defined in Section 10(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (25) Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the greater of (x) the product of (A) the amount Redemption Premium and (B) of Principal plus any accrued the Conversion Amount being redeemed and unpaid Interest to be (y) the product of (A) the Conversion Amount being redeemed and (B) the Event quotient determined by dividing (I) the greatest Closing Sale Price of Default 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 PremiumNotice, 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 paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becomes aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty (20) Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (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 “Event Change of Default Control Redemption NoticeNotice Date”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the greater of (x) 125% of the sum of (i) the Conversion Amount being redeemed and the Make-Whole Amount and (y) the sum of (i) the product of (A) the amount of Principal plus any accrued and unpaid Interest to be Conversion Amount being redeemed and (B) the Event quotient determined by dividing (I) the greatest Closing Sale Price of Default 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 PremiumNotice, 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 8 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 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 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 8.2) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 7. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 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 8.2 is intended by the parties to be, and shall be paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than twenty-five (i25) Upon days nor later than twenty (20) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email electronic mail and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries to consummate a transaction 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 an Event a Change of Default Notice Control Notice, and ending twenty-five (25) Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 115% of the Conversion Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions pursuant to this Section 5 shall be made in accordance with the provisions of Section 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) equal 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 product contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (Atogether with any interest thereon) is paid in full, the amount 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 Principal plus the Company’s redemption of any accrued portion of the Note under this Section 5(b), the Holder’s damages would be uncertain and unpaid Interest difficult to be redeemed estimate because of the parties’ inability to predict future interest rates and (Bthe 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 Event of Default Redemption Premiumparties to be, and shall be paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. (i) Upon At least 45 days before the occurrence consummation of an Event a Change of Default 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 Note or any Other Notetime 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 within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) to the Holder. At any time after the earlier of shall be calculated based upon the Holder’s receipt of an Event the later Change of Default Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending on the Holder becoming aware date that is 15 Trading Days after the later of an Event the consummation of Defaultsuch Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal portion of this Note that the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5 (the “Redemption Portion”) shall be redeemed by the Company at a price (for the “Event Change of Default Control Redemption Price”) equal to the product of (A) the amount of Principal plus any accrued and unpaid Interest to be redeemed and (B) the Event of Default Redemption Premium, and shall be paid in accordance with the Cash and Stock Payment Mechanic Price (as defined in Section 8(b5(b)(ii)) (it being understood that references therein ), 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 Company Change of Control Redemption Date shall be deemed references 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 Event effective date of Default Redemption Date)the Change of Control.

Redemption Right. (i) Upon No sooner than fifteen days nor later than ten days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company in cash at a price (the “Event of Default Redemption Price”) equal to the product of (A) the amount of Principal Conversion Amount being redeemed plus any accrued and unpaid Interest to be interest on the Conversion Amount being redeemed and (Bthe “Change of Control Redemption Price”). Redemptions required by this Section 5(b) the Event of Default Redemption Premium, and shall be paid made in accordance with the Cash and Stock Payment Mechanic (as defined in provisions of Section 8(b)12. To the extent redemptions required by this Section 5(b) (it being understood that references therein are deemed or determined by a court of competent jurisdiction to be prepayments of the Company Redemption Date Note by the Company, such redemptions shall be deemed references to be voluntary prepayments. The parties hereto agree that in the Event event of Default Redemption Datethe 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.

Redemption Right. At least forty-five (i45) Upon days before the occurrence consummation of an Event a Change of Default 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 Note or any Other Notetime 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 within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) to the Holder. At any time after the earlier of shall be calculated based upon the Holder’s receipt of an Event the later Change of Default Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending on the Holder becoming aware date that is fifteen (15) Trading Days after the later of an Event the consummation of Defaultsuch Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the amount of Principal of this . The Note the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Notice. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price (the “Event of Default Redemption Price”) equal to the product sum of (Ai) the amount of Principal plus any accrued and unpaid Interest to be redeemed on the 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 Event of Default Principal then outstanding (the “Redemption Premium, and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption DatePrice”).

Redemption Right. Not less than ten (i10) Upon days prior to the occurrence consummation of an Event a Change of Default with respect to this Note or any Other NoteControl, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to setting forth a description of such transaction in reasonable detail and the Holderanticipated date of the consummation of such Change of Control if then known. At any time after during the earlier period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the 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’s receipt of an Event a Change of Default Notice Control Notice, and (z) the Holder becoming aware consummation of an Event such transaction which results in a Change of DefaultControl, 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 all or any portion of this Note by delivering written notice thereof (the a “Event Holder Change of Default Control Redemption Notice”) to the Company, which Event Holder Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Redemption Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than redeem. Within ten (10) Business Days days before or after the date 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 Event Equity Interests of Default the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption Noticepursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the product sum of (A) the amount Redemption Amount of Principal plus any accrued and unpaid Interest to be the Notes being redeemed and (B) the Event Make-Whole Amount (the “Change of Default Control Redemption PremiumPrice”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 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. 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 redemption premium due under this Section 5(b) is intended by the parties to be, and shall be paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to a penalty. [Reserved] NONCIRCUMVENTION. Each of the Company Redemption Date shall 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 deemed references required to protect the Event rights of Default Redemption Date)the Holder.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of a Change of Control (but from and after an Event Effective Registration, not prior to the public announcement of Default with respect to this Note or any Other Notesuch Change of Control), the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time during the period (the “Change of Control Measuring Period”) beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending on the Holder becoming aware date of an Event the consummation of Defaultsuch 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 all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company at a price (the “Event Change of Default Control Redemption Price”) equal to the product greatest of (i) the sum of (A) the amount product of Principal plus any accrued (x) the Conversion Amount being redeemed and unpaid Interest to be (y) the 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 Event Present Value of Default Redemption Premium, Interest (if any) and (iii) the sum of (A) the Conversion Amount being redeemed and (B) the Present Value of Interest (if any). Redemptions required by this Section 5 shall be paid made in accordance with the Cash provisions of Section 12 and Stock Payment Mechanic shall have priority to payments to stockholders in connection with a Change of Control. In addition to the foregoing, at the time of the consummation of any such Change of Control, the Company shall pay to the Holder an amount in cash equal to the Present Value of Interest (as defined 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 8(b)5, 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) (it being understood that references therein 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 the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)Section 3.

Redemption Right. (i) Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the Holder. At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending on the Holder becoming aware date of an Event the consummation of Defaultsuch 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 all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require redeem; provided, however, that the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after under any obligation to redeem all or any portion of this Note or to deliver the date applicable Change of Control Redemption Price unless and until the Event applicable Change of Default Redemption NoticeControl is consummated. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(c) shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the amount Closing Sale Price of Principal plus any accrued and unpaid Interest to be redeemed and the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Event Conversion Price and (ii) 110% of Default the Conversion Amount being redeemed (the “Change of Control Redemption Premium, and Price”). Redemptions required by this Section 5(c) shall be paid made in accordance with the Cash provisions of Section 12 and Stock Payment Mechanic (as defined shall have priority to payments to stockholders in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event connection with a Change of Default Redemption Date)Control.

Redemption Right. No sooner than twenty-five (i25) Upon days nor later than twenty (20) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email electronic mail and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to setting forth a description of such transaction in reasonable detail and the Holderanticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (25) Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the greater of (x) the product of (A) the amount applicable Redemption Premium and (B) of Principal plus any accrued the Conversion Amount being redeemed and unpaid Interest to be (y) the product of (A) the Conversion Amount being redeemed and (B) the Event quotient determined by dividing (I) the greatest Closing Sale Price of Default 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 PremiumNotice, 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 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 paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty (20) Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash at a price (the “Event of Default Redemption Price”) equal to the product greater of (A) 120% of the amount of Principal plus any accrued and unpaid Interest to be Conversion Amount being redeemed and (B) an amount equal to the Event fair value of Default 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 (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 number of shares of Common Stock shown on Schedule 5(a)(ii) for the date on which the Fundamental Transaction is consummated and the fair value per share of Common Stock to be paid in such Fundamental Transaction, multiplied by a fraction, the numerator of which is the aggregate principal amount of the portion of the Note being redeemed by the Holder and the denominator of which is 1,000 (the “Change of Control Redemption PremiumPrice”). 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(b) shall be made in accordance with the provisions of Section 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(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 redemption premium due under this Section 5(b) is intended by the parties to be, and shall be paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. (i) Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the Holder. At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending on the Holder becoming aware date of an Event the consummation of Defaultsuch 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 all or any portion of this Note Debenture by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note Debenture subject to redemption by the Company pursuant to this Section 4(b5(c) shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the amount Weighted Average Price of Principal plus any accrued and unpaid Interest to be redeemed and the Common Stock for the full Trading Day immediately following the public announcement of such proposed Change of Control by (B) the Event Conversion Price and (ii) 125% of Default the Conversion Amount being redeemed (the “Change of Control Redemption Premium, and Price”). Redemptions required by this Section 5(c) shall be paid made in accordance with the Cash provisions of Section 11 and Stock Payment Mechanic (as defined shall have priority to payments to stockholders in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event connection with a Change of Default Redemption Date)Control.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the HolderHolder (a "Change of Control Notice"). At any time after during the earlier period beginning on the date of the Holder’s 's receipt of an Event a Change of Default Control Notice and ending twenty (20) Trading Days after the Holder becoming aware consummation of an Event such Change of DefaultControl, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company in cash at a price (the “Event of Default Redemption Price”) equal to the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the amount greater of Principal plus any accrued the Closing Sale Price of the Common Stock immediately prior to the consummation of the Change of Control, the Closing Sale Price immediately following the public announcement of such proposed Change of Control and unpaid Interest the Closing Sale Price of the Common Stock immediately prior to be redeemed and the public announcement of such proposed Change of Control by (B) the Event Conversion Price and (ii) 125% of Default the Conversion Amount being redeemed (the "Change of Control Redemption PremiumPrice"). 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, until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(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 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 redemption premium due under this Section 5(b) is intended by the parties to be, and shall be paid in accordance with deemed, a reasonable estimate of the Cash Holder's actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. Not less than ten (i10) Upon days prior to the occurrence consummation of an Event a Change of Default with respect to this Note or any Other NoteControl, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the HolderHolder (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 if then known. At any time during the period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Company or any of its Subsidiaries (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's receipt of a Change of Control Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the earlier date of the Holder’s receipt consummation of an Event such Change of Default Notice and the Holder becoming aware of an Event of DefaultControl, 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 (the “Event a "Holder Change of Default Control Redemption Notice”") to the Company, which Event Holder Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Redemption Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than redeem. Within ten (10) Business Days days before or after the date 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 Event Equity Interests of Default the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption Noticepursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the product sum of (A) the amount Redemption Amount of Principal plus any accrued and unpaid Interest to be the Notes being redeemed and (B) the Event Make-Whole Amount (the "Change of Default Control Redemption PremiumPrice"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 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. 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 redemption premium due under this Section 5(b) is intended by the parties to be, and shall be paid in accordance with deemed, a reasonable estimate of the Cash Holder's actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty (20) Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (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 “Event Change of Default Control Redemption NoticeNotice Date”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash at a price (the “Event of Default Redemption Price”) equal to 110% of the sum of (i) any Make-Whole Amount and (ii) the greater of (x) the Conversion Amount to be redeemed and (y) the product of (A) the amount Conversion Rate in effect at such time as the Holder delivers a Change of Principal plus any accrued and unpaid Interest Control Redemption Notice with respect to be such Conversion Amount being redeemed and (B) the Event greatest Weighted Average Price of Default the Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the Change of Control and (2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption PremiumNotice (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 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 paid in accordance with deemed, a reasonable estimate of the Cash Holder’s actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the HolderHolder (a "Change of Control Notice"). At any time after during the period beginning on the earlier to occur of (i) any written agreement by the Holder’s receipt Company or any of an Event its Subsidiaries, upon consummation of Default Notice and which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (ii) the Holder becoming aware of an Event a Change of DefaultControl and (iii) the Holder's receipt of a Change of Control Notice and ending twenty (20) Business Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to (i) before the Public Company Date, 125% of the Conversion Amount and (ii) after the Public Company Date, the greater of (1) 125% of the Conversion Amount and (2) the product of (I) the Conversion Amount being redeemed and (II) the quotient determined by dividing (A) the amount greatest Closing Sale Price of Principal plus any accrued 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 unpaid Interest to be redeemed (y) the public announcement of such Change of Control, and ending on the date the Holder delivers the Change of Control Redemption Notice, by (B) the Event lowest Conversion Price in effect during such period (the "Change of Default Control Redemption PremiumPrice"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 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. 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 paid in accordance with deemed, a reasonable estimate of the Cash Holder's actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein a penalty. Notwithstanding anything to the Company Redemption Date contrary contained herein, if the Required Holders explicitly approve of a Change of Control transaction in writing, the Required Holders shall be deemed references to have waived their rights hereunder to redeem Notes for an amount in excess of the Event applicable Conversion Amount in connection with such Change of Default Redemption Date)Control transaction. Any such waiver by the Required Holders will apply to all holders of Notes.

Redemption Right. No sooner than twenty-five (i25) Upon days nor later than twenty (20) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email electronic mail and overnight courier (an “Event of Default Notice”) to the HolderHolder (a "Change of Control Notice"). At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Holder’s receipt Company or any of an Event its Subsidiaries, upon consummation of Default Notice and which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of an Event a Change of DefaultControl and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) 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 (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the product Conversion Amount being redeemed (the "Change of (A) the amount of Principal plus any accrued and unpaid Interest to be redeemed and (B) the Event of Default Control Redemption Premium, and Price"). Redemptions required by this Section 6 shall be paid made in accordance with the Cash provisions of Section 13 and Stock Payment Mechanic (as defined shall have priority to payments to shareholders in Section 8(b)) (it being understood that references therein connection with a Change of Control, but shall be subject to the Company Redemption Date subordination provisions of Section 4 hereof. To the extent redemptions required by this Section 6(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 references to be voluntary prepayments. Notwithstanding anything to the Event contrary in this Section 6, but subject to Section 3(d), until the Change of Default Control Redemption Date)Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 6(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the HolderHolder (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the earlier Holder's receipt of a Change of Control Notice and ending on the date of the Holder’s receipt consummation of an Event such Change of Default 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 Holder becoming aware consummation of an Event such Change of DefaultControl), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company at a price equal to 125% of the Conversion Amount being redeemed (the “Event of Default Redemption Price”) equal "CHANGE OF CONTROL REDEMPTION PRICE"). Notwithstanding anything to the product contrary in this Section 5(b), but subject to Section 3(d), until the Change of (AControl 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 amount Holder into Common Stock pursuant to Section 3. Redemptions required by this Section 5 shall be made in accordance with the provisions of Principal plus any accrued Section 13 and unpaid Interest 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 redeemed prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b), the Holder's damages would be uncertain and (Bdifficult 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 Event of Default Redemption Premiumparties to be, and shall be paid in accordance with deemed, a reasonable estimate of the Cash Holder's actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than fifteen (i15) Upon days nor later ----------------- than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the HolderHolder (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the earlier Holder's receipt of a Change of Control Notice and ending on the date of the Holder’s receipt consummation of an Event such Change of Default 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 Holder becoming aware consummation of an Event such Change of DefaultControl), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to the greater of (i) the product of (Ax) 125% of the amount sum of Principal plus any the Conversion Amount being redeemed together with accrued and unpaid Interest with respect to be redeemed such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (y) the 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 Event Conversion Price and (ii) 125% of Default Redemption Premium, the 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 (the "CHANGE OF CONTROL REDEMPTION PRICE"). Redemptions required by this Section 5 shall be paid made in accordance with the Cash provisions of Section 12 and Stock Payment Mechanic 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 8(b)5(c) (it being understood that references therein 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 from the Installment Amounts relating to the Company applicable Installment Dates as set forth in the Change of Control Redemption Date shall be deemed references to the Event of Default Redemption Date)Notice.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the HolderHolder (a "Change of Control Notice"). At any time during the period beginning after the earlier Holder's receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the Holder’s receipt consummation of an Event such Change of Default Notice and the Holder becoming aware of an Event of DefaultControl, 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 “Event "Change of Default Control Redemption Notice”", and the date thereof, the "Change of Control Redemption Notice Date") to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash at a price (the “Event of Default Redemption Price”) equal to the greater of (i) the sum of (A) 110% of the Conversion Amount being redeemed, (B) the Make-Whole Amount, and (C) 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 amount of Principal plus Conversion Amount being redeemed together with the Make-Whole Amount and any accrued and unpaid Interest to be redeemed and Late Charges, if any, on such Conversion Amount and Interest through the applicable Change of Control Redemption Date multiplied by (B) the Event quotient determined by dividing (1) the greatest Closing Sale Price of Default the Common 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 Change of Control Redemption PremiumNotice Date by (2) the Conversion Price (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 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. 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(c) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Shares pursuant to Section 3 (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 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 paid in accordance with deemed, a reasonable estimate of the Cash Holder's actual loss of its investment opportunity and Stock Payment Mechanic (not as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date)a penalty.

Redemption Right. No sooner than fifteen (i15) Upon days nor later than ten (10) days prior to the occurrence consummation of an Event a Change of Default with respect Control, but not prior to this Note or any Other Notethe public announcement of such Change of Control, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier to the Holder (an a “Event Change of Default Control Notice”) to the Holder). At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending on the Holder becoming aware date of an Event the consummation of Defaultsuch 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 all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the amount of Principal of this Note Conversion Amount the Holder is electing to require the Company to redeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Noticeredeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the amount Closing Sale Price of Principal plus any accrued and unpaid Interest to be redeemed and the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Event Conversion Price and (ii) 105% of Default Redemption Premiumthe Conversion Amount being redeemed from the Issuance Date until six months from the Issuance Date, 110% of the Conversion Amount being redeemed from the end of such six month period until the first anniversary of the Issuance Date, and 120% of the Conversion Amount being redeemed thereafter (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be paid made in accordance with the Cash provisions of Section 12 and Stock Payment Mechanic 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 8(b)5(c) (it being understood that references therein 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 from the Installment Amounts relating to the Company applicable Installment Dates as set forth in the Change of Control Redemption Date shall be deemed references to the Event of Default Redemption Date)Notice.