Common use of Change of Control Notice Clause in Contracts

Change of Control Notice. If a Change of Control Transaction occurs, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note, in whole or in part, for an amount equal to the greater of (I) the product of (A) the quotient obtained by dividing the Principal Amount being redeemed by the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on the earlier to occur of (1) the consummation of a Change of Control Transaction and (2) the public announcement of such Change of Control Transaction, and ending on the sixth Trading Day immediately following the consummation of such Change of Control Transaction (the “Parity Redemption Amount”) and (II) (a) 100% of the outstanding principal balance under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal to 10% of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Holder may exercise its rights by sending written notice to the Company (the “Holder Redemption Notice”) within thirty (30) Trading Days following the Change of Control Transaction. If the Holder elects to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five (25) Trading Days after the date of such election, pay the redemption price to the Holder. This provision shall similarly apply to successive Change of Control Transactions. If, upon the occurrence of a Change of Control Transaction, the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note as a result of any future Change of Control Transaction.

Change of Control Notice. If At any time during the period beginning after a Holder’s receipt of a Change of Control Transaction occursNotice or such Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the date of consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement of such Change of Control, such Holder may require, by delivering written notice thereof (“Change of Control Election Notice”) to the Company (which Change of Control Election Notice shall indicate the number of Preferred Shares subject to such election), to have the Company exchange such Holder’s Preferred Shares designated in such Change of Control Election Notice for consideration equal to the Change of Control Election Price (as defined below), to be satisfied at the Company’s election (such election to pay in cash or by delivery of the Rights (as defined below), a “Consideration Election”), in either (I) rights (with a beneficial ownership limitation in the form of Section 4(d) hereof, mutatis mutandis) (collectively, the “Rights”), convertible in whole, or in part, at any time, without the requirement to pay any additional consideration, at the option of the Required Holders, into such Corporate Event Consideration (as defined below) applicable to such Change of Control equal in value to the Change of Control Election Price, or (II) in cash. The Company shall give each Holder written notice of each Consideration Election at least ten (10) Trading Days prior to the time of consummation of such Change of Control. Payment of such amounts or delivery of the Rights, as applicable, shall be made by the Company (or at the Company’s direction) to each Holder on the later of (x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation of such Change of Control (or, with respect to any Right, if applicable, such later time that holders of shares of Common Stock are initially entitled to receive Corporate Event Consideration with respect to the shares of Common Stock of such holder). Any Corporate Event Consideration included in the Rights, if any, pursuant to this Section 6(b) is pari passu with the Corporate Event Consideration to be paid to holders of shares of Common Stock and the Company shall not permit a payment of any Corporate Event Consideration to the holders of shares of Common Stock without on or prior to such time delivering the Right to the Holders in accordance herewith. Cash payments, if any, required by this Section 6(b) shall have the right, at its option, priority to require payments to all other stockholders of the Company in connection with such Change of Control. Notwithstanding anything to the contrary in this Section 6(b), but subject to Section 4(d), until the applicable Change of Control Election Price is paid in full to the applicable Holder in cash or its successor to redeem Corporate Event Consideration in accordance herewith, the Preferred Shares submitted by such Holder for exchange or payment, as applicable, under this NoteSection 6(b) may be converted, in whole or in part, for an amount equal by such Holder into Common Stock pursuant to Section 4 or in the greater of (I) the product of (A) the quotient obtained by dividing the Principal Amount being redeemed by event the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on the earlier to occur of (1) the consummation of a Change of Control Transaction and (2) the public announcement of such Change of Control Transaction, and ending on the sixth Trading Day immediately following Date is after the consummation of such Change of Control Transaction (the “Parity Redemption Amount”) and (II) (a) 100% Control, stock or equity interests of the outstanding principal balance Successor Entity substantially equivalent to the Company’s shares of Common Stock pursuant to Section 6. In the event of the Company’s repayment or exchange, as applicable, of any of the Preferred Shares under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal Section 6(b), such Hxxxxx’s damages would be uncertain and difficult to 10% estimate because of the Base Redemption Amount (parties’ inability to predict future interest rates and the additional amount uncertainty of the availability of a suitable substitute investment opportunity for a Holder. Accordingly, any Required Premium due under clause (bthis Section 6(b) being referred is intended by the parties to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”be, and the greater shall be deemed, a reasonable estimate of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Holder may exercise its rights by sending written notice to the Company (the “Holder Redemption Notice”) within thirty (30) Trading Days following the Change of Control Transaction. If the Holder elects to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five (25) Trading Days after the date of such election, pay the redemption price to the Holder. This provision shall similarly apply to successive Change of Control Transactions. If, upon the occurrence of a Change of Control Transaction, the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note actual loss of its investment opportunity and not as a result penalty. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time a Holder is entitled to receive a cash payment under any of any future Change the other Transaction Documents, at the option of Control Transactionsuch Holder delivered in writing to the Company, the applicable redemption price hereunder shall be increased by the amount of such cash payment owed to such Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document.

Change of Control Notice. If a Change of Control Transaction occurs, At any time during the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note, in whole or in part, for an amount equal to the greater of (I) the product of (A) the quotient obtained by dividing the Principal Amount being redeemed by the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on after the earlier to occur of (1) the consummation Holder’s receipt of a Change of Control Transaction and (2) Notice or the public announcement Holder becoming aware of such a Change of Control Transaction, if a Change of Control Notice is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending on the sixth later of ten (10) Trading Day immediately following the Days after (A) consummation of such Change of Control Transaction or (B) the “Parity Redemption Amount”) and (II) (a) 100% date of receipt of such Change of Control Notice, the outstanding principal balance under Holder may require the Company to redeem all or any portion of this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal to 10% of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Holder may exercise its rights by sending delivering written notice to the Company thereof (the “Holder Change of Control Redemption Notice”) within thirty (30) Trading Days following to the Company, which Change of Control Transaction. If Redemption Notice shall indicate the Redemption Amount the Holder elects is electing to cause the redemption redeem. The portion of this Note, then Note subject to redemption pursuant to this Section 5.2 shall be redeemed by the Company or its successor shall promptly, but in any event no more than twenty-five cash at a price (25) Trading Days after the date of such election, pay the redemption price to the Holder. This provision shall similarly apply to successive “Change of Control TransactionsRedemption Price”) equal to the Redemption Amount being redeemed. IfRedemptions required by this Section 5.2 shall be made in accordance with the provisions of Section 8 and shall have priority to payments to stockholders in connection with such Change of Control. To the extent redemptions required by this Section 5.2 are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, upon such redemptions shall be deemed to be voluntary prepayments. In the occurrence event of the Company’s redemption of any portion of this Note under this Section 5.2, 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 Change of Control Transaction, suitable substitute investment opportunity for the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note as a result of any future Change of Control Transaction.

Change of Control Notice. If On or before the twentieth (20th) Business Day prior to the date on which the Company anticipates consummating a Change of Control Transaction occurs(or, if later, promptly after the Company discovers that a Change of Control may occur), a written notice (a “Change of Control Notice”) shall be sent by or on behalf of the Company to each Holder at its address as it appears in the records of the Company. The Change of Control Notice shall include: (i) a description of the material terms and conditions of the Change of Control; (ii) the date on which the Change of Control is anticipated to be consummated; (iii) whether the Company is exercising its right under Section 6(a)(i) to redeem any or all of the outstanding shares of Series A-1 Preferred Stock and, if so, the number of shares of Series A-1 Preferred Stock to be redeemed from such Holder; (iii) the place at which shares of Series A-1 Preferred Stock shall be redeemed; and (iv) the applicable Redemption Price. If, or to the extent that, the Company (or its successor or the acquiring or surviving Person in a Change of Control) is not exercising its rights pursuant to Section 6(a)(i) to redeem the outstanding shares of Series A-1 Preferred Stock, the Holder shall have the right, at may exercise its option, right pursuant to Section 6(a)(ii) to require the Company (or its successor to redeem this Note, or the acquiring or surviving Person in whole or in part, for an amount equal to the greater of (I) the product of (A) the quotient obtained by dividing the Principal Amount being redeemed by the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on the earlier to occur of (1) the consummation of a Change of Control Transaction and (2Control) the public announcement of such Change of Control Transaction, and ending on the sixth Trading Day immediately following the consummation of such Change of Control Transaction (the “Parity Redemption Amount”) and (II) (a) 100% to redeem any or all of the outstanding principal balance under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal to 10% shares of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Series A-1 Preferred Stock owned by such Holder may exercise its rights by sending delivering a written notice to the Company (or its successor or the acquiring or surviving Person in a Change of Control) (the “Holder Redemption Election Notice”) within thirty stating that the Holder is exercising its right to require the Company (30or its successor or the acquiring or surviving Person in a Change of Control) Trading Days following to redeem any or all of its outstanding shares of Series A-1 Preferred Stock and including wire transfer instructions for the payment of the Redemption Price, which Election Notice shall be irrevocable so long as the economic terms and material other terms and conditions of the Change of Control Transaction. If remain unchanged from those set forth in the Holder elects to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five (25) Trading Days after the date of such election, pay the redemption price to the Holder. This provision shall similarly apply to successive applicable Change of Control TransactionsNotice. If, upon Such Election Notice must be delivered on or prior to the occurrence later of (x) five (5) Business Days prior to the date on which the Company anticipates consummating a Change of Control Transaction, (as specified in the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note as a result of any future Change of Control TransactionNotice) and (y) five (5) Business Days after the Holder’s receipt of the Change of Control Notice (such period, the “Election Period”). In the event a Holder timely receives a Change of Control Notice in accordance with this Section 6(b) and fails to deliver the Election Notice within the applicable Election Period, such Holder shall be deemed to have irrevocably waived its right to require the Company (or its successor or the acquiring or surviving Person in a Change of Control) to redeem any or all of its outstanding shares of Series A-1 Preferred Stock under this Section 6; provided, that if there is any change to the economic terms or material other terms and conditions of the Change of Control as compared to those set forth in the applicable Change of Control Notice, the Company shall deliver another Change of Control Notice and commence a new Election Period with respect thereto in accordance with this Section 6 (which shall apply mutatis mutandis).

Change of Control Notice. If At any time during the period beginning after a Holder's receipt of a Change of Control Transaction occursNotice with respect to a Put Triggering Event and ending on the date that is twenty (20) Trading Days after such Put Triggering Event, such Holder may require the Corporation to redeem all or any portion of such Holder's Series A Preferred Stock by delivering (such date of delivery, the "Put Triggering Event Redemption Notice Date") written notice thereof ("Put Triggering Event Redemption Notice") to the Corporation, which Put Triggering Event Redemption Notice shall indicate the Conversion Amount the Holder is electing to be redeemed and/or assumed as provided below. Any Series A Preferred Stock subject to redemption pursuant to this Section 5(c) shall have be redeemed by the right, Corporation in cash at its option, to require the Company or its successor to redeem this Note, in whole or in part, for an amount a price equal to (I) in the event of a Put Triggering Event that provides for cash payments to the Corporation or the equity holders of the Corporation, the greater of (Ii) 100% of the Cash Conversion Amount and (ii) the product of (Ax) the quotient obtained by dividing the Principal Amount being redeemed by the Conversion Price Rate in effect at such time as the Holder delivers a Holder Put Triggering Event Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed Cash Conversion Amount and (By) the greatest average highest amount of the three Daily VWAPs during any three consecutive Trading Day period beginning on the earlier cash consideration to occur be paid to a holder of (1) the consummation one share of a Change of Control Transaction and (2) the public announcement of such Change of Control Transaction, and ending on the sixth Trading Day immediately following the Common Stock upon consummation of such Change Put Triggering Event (or, if such cash consideration is paid to the Corporation, that would be payable to a holder of Control Transaction (one share of Common Stock after consummation of such Put Triggering Event and distribution of such cash by the “Parity Redemption Amount”) and Corporation to its holders of Common Stock), (II) in the event of a Put Triggering Event that provides for payments in securities (aother than in Eligible Successor Common Stock) to the Corporation or the equity holders of the Corporation, the greater of (i) 100% of the outstanding principal balance under this Note being redeemed plus all accrued but unpaid interest thereon Securities Conversion Amount and (ii) the product of (x) the Conversion Rate in effect at such time as the Holder delivers a Put Triggering Event Redemption Notice with respect to such Securities Conversion Amount and (y) the last Closing Sale Price of the Common Stock in effect immediately prior to the consummation of the Put Triggering Event (the “Base "Put Triggering Event Redemption Amount”Price"), and (III) plus (b) an amount equal in the event of a Triggering Event that provides for payments in Eligible Successor Common Stock to 10% the Corporation or the equity holders of the Base Redemption Corporation, the Successor Entity shall assume the Successor Entity Conversion Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together in accordance with the Base provisions of Section 5(b) above. Upon the Corporation's receipt of a Put Triggering Event Redemption AmountNotice(s) from any Holder, the “Par Redemption Amount”, and the greater Corporation shall within one (1) Business Day of such receipt notify each other Holder by facsimile of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”Corporation's receipt of such notice(s). The Holder may exercise its rights by sending written notice Corporation shall make payment of the Put Triggering Event Redemption Price concurrently with the consummation of such Put Triggering Event to all Holders that deliver a Put Triggering Event Redemption Notice prior to the Company (the “Holder Redemption Notice”) consummation of such Put Triggering Event and within thirty (30) Trading Days following the Change of Control Transaction. If the Holder elects to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five (255) Trading Days after the date Corporation's receipt of such electionnotice otherwise (the "Put Triggering Event Redemption Date"). To the extent redemptions required by this Section 5(c) are deemed or determined by a court of competent jurisdiction to be prepayments of the Series A Preferred Stock by the Corporation, pay such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5(c), until the Put Triggering Event Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption price under this Section 5(c) may be converted, in whole or in part, by the Holder into shares of Common Stock, or in the event the Conversion Date is after the consummation of the Put Triggering Event, shares or equity interests of the Successor Entity substantially equivalent to the Corporation's Common Stock pursuant to Section 7(c)(i). The Holders and the Corporation agree that in the event of the Corporation's redemption of any Series A Preferred Stock under this Section 5(c), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future dividend rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. This provision Accordingly, any redemption premium due under this Section 5(c) is intended by the parties to be, and shall similarly apply to successive Change be deemed, a reasonable estimate of Control Transactionsthe Holder's actual loss of its investment opportunity and not as a penalty. IfIn the event that the Corporation does not pay the Put Triggering Event Redemption Price on the Put Triggering Event Redemption Date, upon the occurrence of a Change of Control Transaction, then the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further have the right to redeem this Note as a result of any future Change of Control Transactionvoid the redemption pursuant to Section 5(d).

Change of Control Notice. If On or before the twentieth (20th) Business Day prior to the effective date of a Change of Control Transaction occursafter the Change of Control Trigger Date (or, if later, promptly after the Company discovers that a Change of Control may occur), the Company will send to each Holder shall have a notice of such Change of Control (a “Change of Control Notice”). Such Change of Control Notice must state: briefly, the right, at its option, events causing such Change of Control; the expected effective date of such Change of Control; the procedures that a Holder must follow to require the Company or to repurchase its successor Convertible Preferred Stock pursuant to redeem this NoteSection 8, in whole or in part, including the deadline for an amount equal to exercising the greater Change of (I) Control Repurchase Right and the product procedures for submitting and withdrawing a Change of (A) Control Repurchase Notice; the quotient obtained by dividing Change of Control Repurchase Date for such Change of Control; the Principal Amount being redeemed by Change of Control Repurchase Price per share of Convertible Preferred Stock; the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on the earlier to occur of (1) the consummation of a Change of Control Transaction and (2) the public announcement date of such Change of Control Transaction, Notice and ending on a description and quantification of any adjustments to the sixth Trading Day immediately following Conversion Price that may result from such Change of Control; that shares of Convertible Preferred Stock for which a Change of Control Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the consummation Company for the Holder thereof to be entitled to receive the Change of Control Repurchase Price; that shares of Convertible Preferred Stock that are subject to a Change of Control Repurchase Notice that has been duly tendered may be converted only if such Change of Control Transaction (Repurchase Notice is withdrawn in accordance with this Certificate of US3707275 Designations; and that the “Parity Redemption Amount”Holder’s Convertible Preferred Stock may instead be converted in an Optional Conversion pursuant to Section 10(b) and (II) (a) 100% at any time before the Close of Business on the outstanding principal balance under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal to 10% of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Holder may exercise its rights by sending written notice to the Company (the “Holder Redemption Notice”) within thirty (30) Trading Days following Business Day immediately before the Change of Control TransactionRepurchase Date for such Change of Control. If Procedures to Exercise the Holder elects to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five (25) Trading Days after the date of such election, pay the redemption price to the Holder. This provision shall similarly apply to successive Change of Control Transactions. If, upon the occurrence of a Change of Control Transaction, the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note as a result of any future Change of Control TransactionRepurchase Right .

Change of Control Notice. If a Change of Control Transaction occurs, At any time during the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note, in whole or in part, for an amount equal to the greater of (I) the product of (A) the quotient obtained by dividing the Principal Amount being redeemed by the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on after the earlier to occur of (1) the consummation Holder’s receipt of a Change of Control Transaction and (2) Notice or the public announcement delivery by the Holder to the Company of such written notice of a Change of Control Transaction, if the Holder has become aware of a Change of Control and the Company has not provided the Change of Control Notice to the Holder (a “Holder Notice”) and ending on the sixth Trading Day immediately following the later of twenty (20) business days after (A) consummation of such Change of Control Transaction or (B) the “Parity Redemption Amount”) and date of receipt of such Change of Control Notice or Holder Notice, the Holder may require the Company to redeem or convert (II) (a) 100% at the election of the outstanding principal balance under Holder) all or any portion of this Note being redeemed plus all accrued but unpaid interest thereon (up to the “Base Redemption Maximum Change of Control Conversion Amount”) plus (b) an amount equal to 10% of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Holder may exercise its rights by sending delivering written notice to the Company thereof (the “Holder Change of Control Redemption Notice”) within thirty (30) Trading Days following to the Company, which Change of Control Transaction. If Redemption Notice shall indicate the amount of outstanding principal (plus all accrued and unpaid interest) under the Note that the Holder elects is electing to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five redeem and/or convert (25) Trading Days after the date of such election, pay the redemption price up to the Holder. This provision shall similarly apply to successive Maximum Change of Control TransactionsConversion Amount with respect to any conversion), as the case may be. IfThe portion of this Note subject to redemption/conversion pursuant to this Section 4(b) shall be redeemed by the Company at a price equal to the principal amount and accrued and unpaid interest thereon and on the interest related thereto (i) in cash, upon or (ii) at the occurrence election of a the Holder, subject to the conversion provisions herein, in Common Stock in accordance with Section 5, provided that the amount to be converted under this clause (ii) shall not exceed the Maximum Change of Control Transaction, the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note as a result of any future Change of Control Transaction.Conversion Amount (“

Change of Control Notice. If At any time during the period beginning after a Holder’s receipt of a Change of Control Transaction occursNotice or such Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending on the later of twenty (20) Trading Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice, the such Holder shall have the right, at its option, to may require the Company or its successor to redeem all or any portion of such Holder’s Preferred Shares by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the number of Preferred Shares such Holder is electing to have the Company redeem. Each Preferred Share subject to redemption pursuant to this Note, Section 6(b) shall be redeemed by the Company in whole or in part, for an amount cash at a price equal to the greater greatest of (Ii) the product of (Ax) the Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Conversion Amount being redeemed multiplied by (y) the quotient obtained determined by dividing the Principal Amount being redeemed by the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (BI) the greatest average Closing Sale Price of the three Daily VWAPs shares of Common Stock during any three consecutive Trading Day the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of a the applicable Change of Control Transaction and (2) the public announcement of such Change of Control Transaction, and ending on the sixth date such Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (x) the Conversion Amount being redeemed multiplied by (y) the quotient of (A) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to such holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (B) the Conversion Price then in effect (the “Change of Control Redemption Price”). Redemptions required by this Section 6(b) shall have priority to payments to all other stockholders of the Company in connection with such Change of Control. 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 Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6(b), but subject to Section 4(d), until the applicable Change of Control Redemption Price (together with any Late Charges thereon) is paid in full to the applicable Holder, the Preferred Shares submitted by such Holder for redemption under this Section 6(b) may be converted, in whole or in part, by such Holder into Common Stock pursuant to Section 4 or in the event the Conversion Date is after the consummation of such Change of Control, stock or equity interests of the Successor Entity substantially equivalent to the Company’s shares of Common Stock pursuant to Section 4. In the event of a partial redemption of the Preferred Shares held by a Holder pursuant hereto, the number of Preferred Shares of such Holder redeemed shall be deducted from the Installment Amount(s) of such Holder relating to the applicable Installment Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption of any of the Preferred Shares under this Section 6(b), such 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 a Holder. Accordingly, any redemption premium due under this Section 6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penalty. The Company shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation of such Change of Control Transaction (the “Parity Redemption Amount”) and (II) (a) 100% of the outstanding principal balance under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal to 10% of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Holder may exercise its rights by sending written notice to the Company (the “Holder Redemption Notice”) within thirty (30) Trading Days following the if a Change of Control Transaction. If Redemption Notice is received prior to the Holder elects to cause the redemption consummation of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five such Change of Control and within two (252) Trading Days after the date Company’s receipt of such election, pay notice otherwise (the redemption price to the Holder. This provision shall similarly apply to successive “Change of Control TransactionsRedemption Date”). If, upon Redemptions required by this Section 6 shall be made in accordance with the occurrence provisions of a Change of Control Transaction, the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note as a result of any future Change of Control TransactionSection 12.

Change of Control Notice. If On or before the twentieth (20th) Business Day prior to the date on which the Company anticipates consummating a Change of Control Transaction occurs(or, if later, promptly after the Company discovers that a Change of Control may occur), a written notice (a “Change of Control Notice”) shall be sent by or on behalf of the Company to each Holder at its address as it appears in the records of the Company. The Change of Control Notice shall include: (i) a description of the material terms and conditions of the Change of Control; (ii) the date on which the Change of Control is anticipated to be consummated; (iii) whether the Company is exercising its right under Section 6(a)(i) to redeem any or all of the outstanding shares of Series A-2 Preferred Stock and, if so, the number of shares of Series A-2 Preferred Stock to be redeemed from such Holder; (iii) the place at which shares of Series A-2 Preferred Stock shall be redeemed; and (iv) the applicable Redemption Price. If, or to the extent that, the Company (or its successor or the acquiring or surviving Person in a Change of Control) is not exercising its rights pursuant to Section 6(a)(i) to redeem the outstanding shares of Series A-2 Preferred Stock, the Holder shall have the right, at may exercise its option, right pursuant to Section 6(a)(ii) to require the Company (or its successor to redeem this Note, or the acquiring or surviving Person in whole or in part, for an amount equal to the greater of (I) the product of (A) the quotient obtained by dividing the Principal Amount being redeemed by the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on the earlier to occur of (1) the consummation of a Change of Control Transaction and (2Control) the public announcement of such Change of Control Transaction, and ending on the sixth Trading Day immediately following the consummation of such Change of Control Transaction (the “Parity Redemption Amount”) and (II) (a) 100% to redeem any or all of the outstanding principal balance under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal to 10% shares of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Series A-2 Preferred Stock owned by such Holder may exercise its rights by sending delivering a written notice to the Company (or its successor or the acquiring or surviving Person in a Change of Control) (the “Holder Redemption Election Notice”) within thirty stating that the Holder is exercising its right to require the Company (30or its successor or the acquiring or surviving Person in a Change of Control) Trading Days following to redeem any or all of its outstanding shares of Series A-2 Preferred Stock and including wire transfer instructions for the payment of the Redemption Price, which Election Notice shall be irrevocable so long as the economic terms and material other terms and conditions of the Change of Control Transaction. If remain unchanged from those set forth in the Holder elects to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five (25) Trading Days after the date of such election, pay the redemption price to the Holder. This provision shall similarly apply to successive applicable Change of Control TransactionsNotice. If, upon Such Election Notice must be delivered on or prior to the occurrence later of (x) five (5) Business Days prior to the date on which the Company anticipates consummating a Change of Control Transaction, (as specified in the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note as a result of any future Change of Control TransactionNotice) and (y) five (5) Business Days after the Holder’s receipt of the Change of Control Notice (such period, the “Election Period”). In the event a Holder timely receives a Change of Control Notice in accordance with this Section 6(b) and fails to deliver the Election Notice within the applicable Election Period, such Holder shall be deemed to have irrevocably waived its right to require the Company (or its successor or the acquiring or surviving Person in a Change of Control) to redeem any or all of its outstanding shares of Series A-2 Preferred Stock under this Section 6; provided, that if there is any change to the economic terms or material other terms and conditions of the Change of Control as compared to those set forth in the applicable Change of Control Notice, the Company shall deliver another Change of Control Notice and commence a new Election Period with respect thereto in accordance with this Section 6 (which shall apply mutatis mutandis).

Change of Control Notice. If At any time during the period beginning after the Holder’s receipt of a Change of Control Transaction occursNotice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the date of consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement of such Change of Control, the Holder shall have the right, at its option, to may require the Company or its successor to redeem all or any portion of this NoteNote by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in whole or in part, for an amount cash at a price equal to the greater greatest of (Ii) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the quotient obtained by dividing the Principal Conversion Amount being redeemed multiplied by the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the quotient determined by dividing (I) the greatest average Closing Sale Price of the three Daily VWAPs shares of Common Stock during any three consecutive Trading Day the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of a the applicable Change of Control Transaction and (2) the public announcement of such Change of Control Transaction, and ending on the sixth date the Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately following prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control Transaction and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Parity Change of Control Redemption Amount”) and (II) (a) 100% of the outstanding principal balance under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal to 10% of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption AmountPrice”). The Holder may exercise its rights Redemptions required by sending written notice 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 such Change of Control. To the extent redemptions required by this Section 5(a) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the Company (the “Holder Redemption Notice”) within thirty (30) Trading Days following contrary in this Section 5, but subject to Section 3(d), until the Change of Control Transaction. If Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(a) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder elects into Common Stock pursuant to cause Section 3. In the event of a partial redemption of this NoteNote pursuant hereto, then the Company or its successor Principal amount redeemed shall promptlybe deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 5(a), but in any event no more than twenty-five (25) Trading Days after the date Holder’s damages would be uncertain and difficult to estimate because of such election, pay the redemption price parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. This provision Accordingly, any redemption premium due under this Section 5(a) is intended by the parties to be, and shall similarly apply to successive Change be deemed, a reasonable estimate of Control Transactions. If, upon the occurrence of a Change of Control Transaction, the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note actual loss of its investment opportunity and not as a result of any future Change of Control Transactionpenalty.

Change of Control Notice. If At any time during the period beginning after a Holder’s receipt of a Change of Control Transaction occursNotice or such Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the date of consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement of such Change of Control, such Holder may require, by delivering written notice thereof (“Change of Control Election Notice”) to the Company (which Change of Control Election Notice shall indicate the number of Preferred Shares subject to such election), to have the Company exchange such Holder’s Preferred Shares designated in such Change of Control Election Notice for consideration equal to the Change of Control Election Price (as defined below), to be satisfied at the Company’s election (such election to pay in cash or by delivery of the Rights (as defined below), a “Consideration Election”), in either (I) rights (with a beneficial ownership limitation in the form of Section 4(d) hereof, mutatis mutandis) (collectively, the “Rights”), convertible in whole, or in part, at any time, without the requirement to pay any additional consideration, at the option of the Required Holders, into such Corporate Event Consideration (as defined below) applicable to such Change of Control equal in value to the Change of Control Election Price (as determined with the fair market value of the aggregate number of Successor Shares (as defined below) issuable upon conversion of the Rights to be determined in increments of 10% (or such greater percentage as the applicable Holder may notify the Company from time to time) of the portion of the Change of Control Election Price attributable to such Successor Shares (the “Successor Share Value Increment”), with the aggregate number of Successor Shares issuable upon exercise of the Rights with respect to the first Successor Share Value Increment determined based on 70% of the VWAP of the Successor Shares on the date the Rights are issued and on each of the nine (9) subsequent Trading Days, in each case, the aggregate number of additional Successor Shares issuable upon exercise of the Rights shall be determined based upon a Successor Share Value Increment at 70% of the VWAP of the Successor Shares in effect for such corresponding Trading Day (such ten (10) Trading Day period commencing on, and including, the date the Rights are issued, the “Rights Measuring Period”)), or (II) in cash; provided, that the Company shall not consummate a Change of Control if the Corporate Event Consideration includes capital stock or other equity interest (the “Successor Shares”) either in an entity that is not listed on an Eligible Market or an entity in which the daily share volume for the applicable Successor Shares for each of the twenty (20) Trading Days prior to the date of consummation of such Change of Control is less than the aggregate number of Successor Shares issuable to all Holders upon conversion in full of the applicable Rights (without regard to any limitations on conversion therein, assuming the exercise in full of the Rights on the date of issuance of the Rights and assuming the VWAP of the Successor Shares for each Trading Day in the Rights Measuring Period is the VWAP on the Trading Day ended immediately prior to the time of consummation of the Change of Control). The Company shall give each Holder written notice of each Consideration Election at least twenty (20) Trading Days prior to the time of consummation of such Change of Control. Payment of such amounts or delivery of the Rights, as applicable, shall be made by the Company (or at the Company’s direction) to each Holder on the later of (x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation of such Change of Control (or, with respect to any Right, if applicable, such later time that holders of shares of Common Stock are initially entitled to receive Corporate Event Consideration with respect to the shares of Common Stock of such holder). Any Corporate Event Consideration included in the Rights, if any, pursuant to this Section 6(b) is pari passu with the Corporate Event Consideration to be paid to holders of shares of Common Stock and the Company shall not permit a payment of any Corporate Event Consideration to the holders of shares of Common Stock without on or prior to such time delivering the Right to the Holders in accordance herewith. Cash payments, if any, required by this Section 6(b) shall have the right, at its option, priority to require payments to all other stockholders of the Company in connection with such Change of Control. Notwithstanding anything to the contrary in this Section 6(b), but subject to Section 4(d), until the applicable Change of Control Election Price is paid in full to the applicable Holder in cash or its successor to redeem Corporate Event Consideration in accordance herewith, the Preferred Shares submitted by such Holder for exchange or payment, as applicable, under this NoteSection 6(b) may be converted, in whole or in part, for an amount equal by such Holder into Common Stock pursuant to Section 4 or in the greater of (I) the product of (A) the quotient obtained by dividing the Principal Amount being redeemed by event the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on the earlier to occur of (1) the consummation of a Change of Control Transaction and (2) the public announcement of such Change of Control Transaction, and ending on the sixth Trading Day immediately following Date is after the consummation of such Change of Control Transaction (the “Parity Redemption Amount”) and (II) (a) 100% Control, stock or equity interests of the outstanding principal balance Successor Entity substantially equivalent to the Company’s shares of Common Stock pursuant to Section 6(a). In the event of the Company’s repayment or exchange, as applicable, of any of the Preferred Shares under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal Section 6(b), such Xxxxxx’s damages would be uncertain and difficult to 10% estimate because of the Base Redemption Amount (parties’ inability to predict future interest rates and the additional amount uncertainty of the availability of a suitable substitute investment opportunity for a Holder. Accordingly, any Required Premium due under clause (bthis Section 6(b) being referred is intended by the parties to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”be, and the greater shall be deemed, a reasonable estimate of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Holder may exercise its rights by sending written notice to the Company (the “Holder Redemption Notice”) within thirty (30) Trading Days following the Change of Control Transaction. If the Holder elects to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five (25) Trading Days after the date of such election, pay the redemption price to the Holder. This provision shall similarly apply to successive Change of Control Transactions. If, upon the occurrence of a Change of Control Transaction, the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note actual loss of its investment opportunity and not as a result penalty. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time a Holder is entitled to receive a cash payment under any of any future Change the other Transaction Documents, at the option of Control Transactionsuch Holder delivered in writing to the Company, the applicable redemption price hereunder shall be increased by the amount of such cash payment owed to such Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document.