Common use of Selection and Notice Clause in Contracts

Selection and Notice. If less than all of the New Second Lien Convertible Notes are to be redeemed at any time, ION will select New Second Lien Convertible Notes for redemption on a pro rata basis, or, in the case of New Second Lien Convertible Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirements. New Second Lien Convertible Notes and portions of New Second Lien Convertible Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the New Second Lien Convertible Notes of a holder are to be redeemed or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder shall be redeemed or purchased. Notices of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemption, including, without limitation, upon an Equity Offering, may, at ION’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. If any New Second Lien Convertible Note is to be redeemed in part only, the notice of redemption that relates to that New Second Lien Convertible Note will state the portion of the principal amount of that New Second Lien Convertible Note that is to be redeemed. A new New Second Lien Convertible Note in principal amount equal to the unredeemed portion of the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes upon cancellation of the original New Second Lien Convertible Note. New Second Lien Convertible Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on New Second Lien Convertible Notes or portions of New Second Lien Convertible Notes called for redemption. Certain Covenants

Selection and Notice. If With respect to any partial redemption or repurchase of the Notes, if less than all of the New Second Lien Convertible Notes are to be redeemed or repurchased at any given time, ION will select New Second Lien Convertible selection of such Notes for redemption or repurchase will be made by the Trustee (i) if such Notes are listed on any securities exchange, in compliance with the requirements of the principal securities exchange on which such Notes are listed, (ii) on a pro rata basisbasis to the extent practicable or such other method that the Trustee deems fair and appropriate or (iii) by lot or such other similar method in accordance with the Applicable Procedures; provided, or, in the case of New Second Lien Convertible that no Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirements. New Second Lien Convertible Notes and portions of New Second Lien Convertible Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the New Second Lien Convertible Notes of a holder are to be redeemed or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder less shall be redeemed or purchased. Notices of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued repurchased in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemption, including, without limitation, upon an Equity Offering, may, at ION’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringpart. If any New Second Lien Convertible Note is to be purchased or redeemed in part only, the any notice of purchase or redemption that relates to that New Second Lien Convertible such Note will shall state the portion of the principal amount of thereof that New Second Lien Convertible Note that has been or is to be purchased or redeemed. A If any Notes are to be purchased or redeemed in part only, the Issuer shall issue a new New Second Lien Convertible Note (or cause to be transferred by book entry) in principal amount equal to the unredeemed or unpurchased portion of the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes Holder thereof upon cancellation of the original New Second Lien Convertible Note; provided that each new Note will be in a principal amount equal to $2,000 or any integral multiple of $1,000 in excess thereof. New Second Lien Convertible The Notes called for redemption or repurchase become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waivedrepurchase. On and after the redemption or repurchase date, unless the Issuer defaults in payment of the redemption or repurchase price, interest ceases shall cease to accrue on New Second Lien Convertible the Notes or portions of New Second Lien Convertible Notes thereof called for redemptionredemption or repurchase. Certain CovenantsNotices of redemption with respect to the Notes may not be conditioned on the happening of a future event. This Section 204 and the notice periods for redemptions and repurchases set forth in Sections 5(a) and 5(b) of the form of note attached hereto as Exhibit A and Section 208 below shall apply notwithstanding anything to the contrary in Article XI of the Indenture.

Selection and Notice. If less than all of the New Second Lien Convertible Notes are to be redeemed at any time, ION will select New Second Lien Convertible Notes for redemption on a pro rata basis, or, in the case of New Second Lien Convertible Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirements. New Second Lien Convertible Notes and portions of New Second Lien Convertible Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the New Second Lien Convertible Notes of a holder are to be redeemed or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder shall be redeemed or purchased. Notices of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemption, including, without limitation, upon an Equity Offering, may, at ION’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. If any New Second Lien Convertible Note is to be redeemed in part only, the notice of redemption that relates to that New Second Lien Convertible Note will state the portion of the principal amount of that New Second Lien Convertible Note that is to be redeemed. A new New Second Lien Convertible Note in principal amount equal to the unredeemed portion of the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes upon cancellation of the original New Second Lien Convertible Note. New Second Lien Convertible Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on New Second Lien Convertible Notes or portions of New Second Lien Convertible Notes called for redemption. Certain Covenants.

Selection and Notice. If less than all of the New Second Lien Convertible Dollar Notes and/or the Euro Notes are to be redeemed at any timetime in connection with an optional redemption, ION the Trustee will select New Second Lien Convertible Notes notes of such series for redemption as follows: · if the series of notes to be redeemed are listed, in compliance with the requirements of the principal national securities exchange on which such notes are listed; or · if the series of notes to be redeemed are not so listed, on a pro rata basis, or, in the case of New Second Lien Convertible Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a by lot or by such method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirementsthe Trustee shall deem fair and appropriate. New Second Lien Convertible Notes and portions of New Second Lien Convertible Notes selected will be in amounts of $2,000 or whole multiples No notes of $1,000 in excess thereof; except that if all of or €1,000, as the New Second Lien Convertible Notes of a holder are to be redeemed case may be, or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder less shall be redeemed in part; provided that no notes shall be redeemed in part if the resulting note would have a minimum denomination that is less than $100,000 or purchased€50,000, as the case may be. Notices of redemption will shall be delivered mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes notes to be redeemed at its registered address, address except that redemption notices may be delivered mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemptionindenture, including, without limitation, upon an Equity Offering, may, at ION’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion in each case in accordance with the provisions of the related Equity Offeringindenture. If any New Second Lien Convertible Note is to be redeemed in part only, the A notice of redemption shall state the redemption date; the redemption price and the amount of accrued interest, if any, to be paid; the paragraph of the notes pursuant to which the notes are being redeemed; the name and address of the Paying Agent; that relates notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; that New Second Lien Convertible Note will state unless the Issuer defaults in making the redemption payment, interest, if any, on notes called for redemption shall cease to accrue on and after the redemption date; that, if any note is being redeemed in part, the portion of the principal amount of that New Second Lien Convertible Note that is such note to be redeemed. A new New Second Lien Convertible Note in , and the only remaining right of the holders of such notes is to receive payment of the redemption price upon surrender to the paying agent of such notes; that, if less than all the notes of a series are to be redeemed, the identification of the particular notes and the principal amount equal (or portion thereof) of such notes to be redeemed and the unredeemed portion aggregate principal amount of notes to be outstanding after such partial redemption; and whether the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes upon cancellation of the original New Second Lien Convertible Noteredemption is conditioned on any events and what such conditions are. New Second Lien Convertible Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on New Second Lien Convertible Notes notes or portions of New Second Lien Convertible Notes them called for redemption. Certain Covenants.

Selection and Notice. If less than all of the New Second Lien Convertible Dollar Notes and/or the Euro Notes are to be redeemed at any timetime in connection with an optional redemption, ION the Trustee will select New Second Lien Convertible Notes notes of such series for redemption as follows: • if the series of notes to be redeemed are listed, in compliance with the requirements of the principal national securities exchange on which such notes are listed; or • if the series of notes to be redeemed are not so listed, on a pro rata basis, or, in the case of New Second Lien Convertible Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a by lot or by such method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirementsthe Trustee shall deem fair and appropriate. New Second Lien Convertible Notes and portions of New Second Lien Convertible Notes selected will be in amounts of $2,000 or whole multiples No notes of $1,000 in excess thereof; except that if all of or €1,000, as the New Second Lien Convertible Notes of a holder are to be redeemed case may be, or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder less shall be redeemed in part; provided that no notes shall be redeemed in part if the resulting note would have a minimum denomination that is less than $100,000 or purchased€50,000, as the case may be. Notices of redemption will shall be delivered mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes notes to be redeemed at its registered address, address except that redemption notices may be delivered mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemptionindenture, including, without limitation, upon an Equity Offering, may, at ION’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion in each case in accordance with the provisions of the related Equity Offeringindenture. If any New Second Lien Convertible Note is to be redeemed in part only, the A notice of redemption shall state the redemption date; the redemption price and the amount of accrued interest, if any, to be paid; the paragraph of the notes pursuant to which the notes are being redeemed; the name and address of the Paying Agent; that relates notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; that New Second Lien Convertible Note will state unless the Issuer defaults in making the redemption payment, interest, if any, on notes called for redemption shall cease to accrue on and after the redemption date; that, if any note is being redeemed in part, the portion of the principal amount of that New Second Lien Convertible Note that is such note to be redeemed. A new New Second Lien Convertible Note in , and the only remaining right of the holders of such notes is to receive payment of the redemption price upon surrender to the paying agent of such notes; that, if less than all the notes of a series are to be redeemed, the identification of the particular notes and the principal amount equal (or portion thereof) of such notes to be redeemed and the unredeemed portion aggregate principal amount of notes to be outstanding after such partial redemption; and whether the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes upon cancellation of the original New Second Lien Convertible Noteredemption is conditioned on any events and what such conditions are. New Second Lien Convertible Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on New Second Lien Convertible Notes notes or portions of New Second Lien Convertible Notes them called for redemption. Certain Covenants.

Selection and Notice. Notice of redemption shall be given in accordance with Section 11.04 of the Original Indenture. If the Company is redeeming less than all of the New Second Lien Convertible outstanding 2018 Senior Notes, the Trustee will select, not more than 60 days and not less than 30 days before the Redemption Date, the particular 2018 Senior Notes or portions thereof for redemption in compliance with the requirements of the principal national securities exchange, if any, on which the 2018 Senior Notes are to be redeemed at any timelisted or, ION will select New Second Lien Convertible if the 2018 Senior Notes for redemption are not listed, then on a pro rata basis, basis (or, in the case of New Second Lien Convertible 2018 Senior Notes issued in global form as discussed below under Global Notes, the caption “—Book-Entry, Delivery and Form,” Trustee will select the 2018 Senior Notes for redemption based on DTC’s method that most nearly approximates a pro rata selection), by lot or by such other method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirements. New Second Lien Convertible Notes the Trustee in its sole discretion will deem to be fair and portions of New Second Lien Convertible Notes selected will be in amounts appropriate, although no note of $2,000 in original principal amount or whole multiples less will be redeemed in part. In the case of $1,000 any redemption of 2018 Senior Notes prior to the expiration of any restriction on such redemption provided in excess thereof; except that if all the terms of the New Second Lien Convertible 2018 Senior Notes of a holder are to be redeemed or purchasedelsewhere in this Indenture, the entire outstanding amount of New Second Lien Convertible Notes held by Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such holder shall be redeemed or purchasedrestriction. Notices If notice of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible 2018 Senior Notes to be redeemed at its registered addressthe election of the Company is to be given, except that redemption notices may be delivered more than 60 at the Company’s request, by the Trustee in the name and at the expense of the Company, the Company shall, at least 10 days prior to a redemption the date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemption, including, without limitation, upon an Equity Offering, may, at ION’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. If any New Second Lien Convertible Note is to be redeemed in part only, the notice of redemption that relates is required to that New Second Lien Convertible Note will state be given (unless a shorter notice shall be satisfactory to the portion Trustee), notify the Trustee of such date, of the applicable redemption date and of the principal amount of that New Second Lien Convertible Note that is 2018 Senior Notes to be redeemed. A new New Second Lien Convertible Note in principal amount equal to the unredeemed portion of the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes upon cancellation of the original New Second Lien Convertible Note. New Second Lien Convertible Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on New Second Lien Convertible Notes or portions of New Second Lien Convertible Notes called for redemption. Certain Covenants.

Selection and Notice. If With respect to any partial redemption or repurchase of the Notes, if less than all of the New Second Lien Convertible Notes are to be redeemed or repurchased at any given time, ION will select New Second Lien Convertible selection of such Notes for redemption or repurchase will be made by the Trustee (i) if such Notes are listed on any securities exchange, in compliance with the requirements of the principal securities exchange on which such Notes are listed, (ii) on a pro rata basisbasis to the extent practicable or such other method that the Trustee deems fair and appropriate or (iii) by lot or such other similar method in accordance with the Applicable Procedures; provided, or, in the case of New Second Lien Convertible that no Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirements. New Second Lien Convertible Notes and portions of New Second Lien Convertible Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the New Second Lien Convertible Notes of a holder are to be redeemed or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder less shall be redeemed or purchased. Notices of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued repurchased in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemption, including, without limitation, upon an Equity Offering, may, at ION’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringpart. If any New Second Lien Convertible Note is to be purchased or redeemed in part only, the any notice of purchase or redemption that relates to that New Second Lien Convertible such Note will shall state the portion of the principal amount of thereof that New Second Lien Convertible Note that has been or is to be purchased or redeemed. A If any Notes are to be purchased or redeemed in part only, the Issuer shall issue a new New Second Lien Convertible Note (or cause to be transferred by book entry) in principal amount equal to the unredeemed or unpurchased portion of the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes Holder thereof upon cancellation of the original New Second Lien Convertible Note; provided that each new Note will be in a principal amount equal to $2,000 or any integral multiple of $1,000 in excess thereof. New Second Lien Convertible The Notes called for redemption or repurchase become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waivedrepurchase. On and after the redemption or repurchase date, unless the Issuer defaults in payment of the redemption or repurchase price, interest ceases shall cease to accrue on New Second Lien Convertible the Notes or portions of New Second Lien Convertible Notes thereof called for redemptionredemption or repurchase. Certain CovenantsNotices of redemption may not be conditioned on the happening of a future event. This Section 204 and the notice periods for redemptions and repurchases set forth in Sections 5(a) and 5(b) of the form of note attached hereto as Exhibit A and Section 206 below shall apply notwithstanding anything to the contrary in Article XI of the Indenture.

Selection and Notice. If With respect to any partial redemption or repurchase of the Notes, if less than all of the New Second Lien Convertible Notes are to be redeemed or repurchased at any given time, ION will select New Second Lien Convertible selection of such Notes for redemption or repurchase will be made by the Trustee (i) if such Notes are listed on any securities exchange, in compliance with the requirements of the principal securities exchange on which such Notes are listed, (ii) on a pro rata basisbasis to the extent practicable or such other method that the Trustee deems fair and appropriate or (iii) by lot or such other similar method in accordance with the Applicable Procedures; provided, orthat no Notes of $1,000 or less shall be redeemed or repurchased in part. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. If any Notes are to be purchased or redeemed in part only, the Issuer shall issue a new Note (or cause to be transferred by book entry) in principal amount equal to the unredeemed or unpurchased portion of the original Note in the case name of New Second Lien Convertible Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirements. New Second Lien Convertible Notes and portions Holder thereof upon cancellation of New Second Lien Convertible Notes selected the original Note; provided that each new Note will be in amounts of a principal amount equal to $2,000 1,000 or whole multiples any integral multiple of $1,000 in excess thereof; except that if all . The Notes called for redemption or repurchase become due on the date fixed for redemption or repurchase. On and after the redemption or repurchase date, unless the Issuer defaults in payment of the New Second Lien Convertible redemption or repurchase price, interest shall cease to accrue on the Notes of a holder are to be redeemed or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder shall be redeemed portions thereof called for redemption or purchasedrepurchase. Notices Any notice of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemption, including, without limitation, upon an Equity Offering, may, at IONthe Issuer’s discretion, be subject to one or more conditions precedentrestrictions or conditions, including, but not limited to, including completion of the related Equity Offeringan equity offering or other corporate transaction. If any New Second Lien Convertible Note is such restriction or condition has not been satisfied, the Issuer will provide notice to be redeemed in part onlythe Trustee no later than the close of business the Business Day prior to the Redemption Date that such condition precedent has not been satisfied, the notice of redemption that relates is rescinded or delayed and the redemption subject to that New Second Lien Convertible Note will state the portion satisfaction of such restriction or condition shall not occur or shall be delayed. This Section 204 and the notice periods for redemptions and repurchases set forth in Sections 5(a) and5(b) of the principal amount form of that New Second Lien Convertible Note that is to be redeemed. note attached hereto as Exhibit A new New Second Lien Convertible Note in principal amount equal and Section 206 below shall apply notwithstanding anything to the unredeemed portion contrary in Article XI of the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes upon cancellation of the original New Second Lien Convertible Note. New Second Lien Convertible Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on New Second Lien Convertible Notes or portions of New Second Lien Convertible Notes called for redemption. Certain CovenantsIndenture.

Selection and Notice. If less than all of the New Second Lien Convertible Notes notes of a series are to be redeemed at any timeredeemed, ION the trustee will select New Second Lien Convertible Notes notes of such series for redemption on a pro rata basis, or, in the case of New Second Lien Convertible Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a method as DTC may require basis unless otherwise required by law or applicable stock exchange or depositary requirements. New Second Lien Convertible Notes and portions of New Second Lien Convertible Notes selected will be in amounts No notes of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the New Second Lien Convertible Notes of a holder are to less can be redeemed or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder shall be redeemed or purchasedin part. Notices of redemption will be delivered sent electronically or mailed by first class mail at least 30 10 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes notes to be redeemed at its registered address, except that redemption notices may be delivered sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes notes of a series or a satisfaction and discharge of the New Second Lien Convertible Notes Indentureindenture with respect to such series. Notice Except as otherwise set forth in the provisions described under the caption “—Repurchase at the Option of Holders—Change of Control Triggering Event,” any redemption, including, without limitation, upon an Equity Offering, such notice of redemption may, at IONIssuer’s discretion, be state that such redemption is subject to one or more conditions precedent. In addition, includingif such redemption or notice is subject to satisfaction of one or more conditions precedent, but such notice shall state that, in Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by Issuer in its sole discretion), or such redemption may not limited to, completion of occur and such notice may be rescinded in the related Equity Offeringevent that any or all such conditions shall not have been satisfied (or waived by Issuer in its sole discretion) by the redemption date (whether the original redemption date or the redemption date so delayed). If any New Second Lien Convertible Note note is to be redeemed in part only, the notice of redemption that relates to that New Second Lien Convertible Note note will state the portion of the principal amount of that New Second Lien Convertible Note note that is to be redeemed. A If in definitive form a new New Second Lien Convertible Note note in principal amount equal to the unredeemed portion of the original New Second Lien Convertible Note note will be issued in the name of the holder of New Second Lien Convertible Notes notes upon cancellation of the original New Second Lien Convertible Notenote. New Second Lien Convertible Notes Except to the extent that a notice of redemption is conditional as permitted in the provisions described under the caption “—Repurchase at the Option of Holders—Change of Control Triggering Event,” notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on New Second Lien Convertible Notes notes or portions of New Second Lien Convertible Notes notes called for redemption. Certain Covenants.

Selection and Notice. If With respect to any partial redemption or repurchase of the Notes, if less than all of the New Second Lien Convertible Notes are to be redeemed or repurchased at any given time, ION will select New Second Lien Convertible selection of such Notes for redemption or repurchase will be made by the Trustee (i) if such Notes are listed on any securities exchange, in compliance with the requirements of the principal securities exchange on which such Notes are listed, (ii) on a pro rata basisbasis to the extent practicable or such other method that the Trustee deems fair and appropriate or (iii) by lot or such other similar method in accordance with the Applicable Procedures; provided, or, in the case of New Second Lien Convertible that no Notes issued in global form as discussed below under the caption “—Book-Entry, Delivery and Form,” based on a method as DTC may require unless otherwise required by law or applicable stock exchange or depositary requirements. New Second Lien Convertible Notes and portions of New Second Lien Convertible Notes selected will be in amounts of $2,000 or whole multiples less shall be redeemed or repurchased in part. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. If any Notes are to be purchased or redeemed in part only, the Issuer shall issue a new Note (or cause to be transferred by book entry) in principal amount equal to the unredeemed or unpurchased portion of the original Note in the name of the Holder thereof upon cancellation of the original Note; provided that each new Note will be in a principal amount equal to $2,000 or any integral multiple of $1,000 in excess thereof; except that if all . The Notes called for redemption or repurchase become due on the date fixed for redemption or repurchase. On and after the redemption or repurchase date, unless the Issuer defaults in payment of the New Second Lien Convertible redemption or repurchase price, interest shall cease to accrue on the Notes of a holder are to be redeemed or purchased, the entire outstanding amount of New Second Lien Convertible Notes held by such holder shall be redeemed portions thereof called for redemption or purchasedrepurchase. Notices Any notice of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of New Second Lien Convertible Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the New Second Lien Convertible Notes Indenture. Notice of any redemption, including, without limitation, upon an Equity Offering, may, at IONthe Issuer’s discretion, be subject to one or more conditions precedentrestrictions or conditions, including, but not limited to, including completion of the related Equity Offeringan equity offering or other corporate transaction. If any New Second Lien Convertible Note is such restriction or condition has not been satisfied, the Issuer will provide written notice to be redeemed in part onlythe Trustee no later than the close of business the Business Day prior to the Redemption Date that such condition precedent has not been satisfied, the notice of redemption that relates is rescinded or delayed and the redemption subject to that New Second Lien Convertible Note will state the portion satisfaction of such restriction or condition shall not occur or shall be delayed. This Section 204 and the notice periods for redemptions and repurchases set forth in Sections 5(a) and 5(b) of the principal amount form of that New Second Lien Convertible Note that is to be redeemed. note attached hereto as Exhibit A new New Second Lien Convertible Note in principal amount equal and Section 206 below shall apply notwithstanding anything to the unredeemed portion contrary in Article XI of the original New Second Lien Convertible Note will be issued in the name of the holder of New Second Lien Convertible Notes upon cancellation of the original New Second Lien Convertible Note. New Second Lien Convertible Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on New Second Lien Convertible Notes or portions of New Second Lien Convertible Notes called for redemption. Certain CovenantsIndenture.