Common use of Optional Prepayment Clause in Contracts

Optional Prepayment. If the VWAP of the Common Stock is equal to or greater than one hundred and fifty percent (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemption.

Optional Prepayment. If The Borrowers may, upon notice from the VWAP Borrowers to the Revolving Administrative Agent, at any time or from time to time voluntarily prepay the Revolving Loans in whole or in part without premium or penalty; provided that in the case of the Common Stock is equal to or greater than one hundred and fifty percent (150%) of Eurodollar Rate Loans the Conversion Price then in effect for Borrowers may prepay a Eurodollar Rate Loan only upon at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on three (3) Business Days prior written notice to Lender (which Borrower provides the related Notice of Redemption (as defined belownotice shall be irrevocable), Borrower will have the option of prepaying, in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable such prepayment shall occur only on the last day of the Interest Period for such Eurodollar Rate Loan. The Borrowers shall pay to the Holder arising under this Note through Revolving Lenders, upon request of the Redemption Payment DateRevolving Lenders, such amount or amounts as defined below shall be sufficient (in the “Redemption Amount”). The Borrower’s election reasonable opinion of the Revolving Lenders) to exercise its right compensate the Revolving Lenders for any loss, cost, or expense incurred as a result of: (i) any payment of a Eurodollar Rate Loan on a date other than the last day of the Interest Period for such Loan; (ii) any failure by the Borrowers to prepay this Note must be borrow an Eurodollar Rate Loan on the date specified by notice in writing the Borrowers’ written notice; or (“Notice of Redemption”). The Notice of Redemption shall specify iii) any failure by the Borrowers to pay an Eurodollar Rate Loan on the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition payment specified in the first sentence Borrowers’ written notice. Without limiting the foregoing, the Borrowers shall pay to the Revolving Lenders a “yield maintenance fee” in an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the Interest Period chosen pursuant to the Eurodollar Rate Loan as to which the prepayment is made, shall be subtracted from the Eurodollar Rate in effect at the time of this clause (b)prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a Notice of Redemptionpositive number, if given, must then the resulting percentage shall be given within two Trading Days following thirty (30) consecutive Trading Days during which all multiplied by the amount of the Equity Conditions have been satisfied each day (other than principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the Equity Conditions set forth number of days remaining in clause (c) thereunder)the Interest Period chosen pursuant to the Eurodollar Rate Loan as to which the prepayment is made. A Notice Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of Redemption days remaining in the term chosen pursuant to the Eurodollar Rate Loan as to which prepayment is made. The resulting amount shall not be effective the yield maintenance fee due to the Revolving Lender upon the prepayment of an Eurodollar Rate Loan. If by reason of an Event of Default, the Revolving Lenders elect to declare the Obligations to be immediately due and payable, then any yield maintenance fee with respect to any portion an Eurodollar Rate Loan shall become due and payable in the same manner as though the Borrowers had exercised such right of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemptionprepayment.

Optional Prepayment. If The Company may prepay (each, an "Optional Prepayment") the VWAP Note in whole or in part at any time or from time to time by paying the Holder the Optional Prepayment Price in cash by wire transaction of immediately available funds with respect to the Conversion Amount being prepaid; provided, however, that the aggregate Conversion Amount under this Note and the Other Notes being prepaid in any Optional Prepayment pursuant to this Section 8 (and analogous provisions under the Other Notes) shall be at least $250,000, or such lesser amount that then remains outstanding under this Note and the Other Notes. The Company may exercise its right to require prepayment under this Section 8 by delivering a written notice thereof by electronic mail and overnight courier to the Holder and all, but not less than all, of the Common Stock is equal to or greater than one hundred and fifty percent (150%) holders of the Conversion Price then in effect for at least 20 consecutive Trading Days, including Other Notes (an "Optional Prepayment Notice" and the Trading Day immediately preceding date all of the holders of the Notes received such notice is referred to as the "Optional Prepayment Notice Date"). Each Optional Prepayment Notice shall be irrevocable. Each Optional Prepayment Notice shall (i) state the date on which Borrower provides the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below Prepayment shall occur (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such "Optional Redemption (the “Redemption Payment Prepayment Date”"), which date shall not be a date certain not sooner less than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during following the applicable Optional Prepayment Notice Date, (ii) state the aggregate Conversion Amount of the Notes which the Company has elected to be subject to Optional Prepayment from the Holder and all of the other holders of the Other Notes pursuant to this Section 8 (and analogous provisions under the Other Notes) on the related Optional Prepayment Date, (iii) state the aggregate Optional Prepayment Price with respect to the Conversion Amount of Notes that the Company has elected to be subject to the Optional Prepayment (which may be required to be changed if the Optional Prepayment Price with respect to the applicable Conversion Amount being prepaid will be calculated pursuant to clause (ii) of the definition of Optional Prepayment Price), (iv) state whether there has been an Equity Conditions Failure and (v) contain a certification by the Company that it does not have knowledge of any pending, proposed or intended Fundamental Transaction that is reasonably likely to occur within six (6) months of the applicable Optional Prepayment which has not been satisfied each day (other than publicly announced. If the Company confirmed that there was no Equity Conditions set forth in Failure as of the applicable Optional Prepayment Notice Date but an Equity Conditions Failure occurred between the applicable Optional Prepayment Notice Date and any time through the related Optional Prepayment Date (an "Optional Prepayment Interim Period"), the Company shall provide the Holder a subsequent notice to that effect, which notice shall (x) indicate that the Optional Prepayment Price with respect to the applicable Conversion Amount being prepaid will be calculated pursuant to clause (cii) thereunder)of the definition of Optional Prepayment Price instead of clause (i) of such definition and (y) again contain a certification by the Company that it does not have knowledge of any pending, proposed or intended Fundamental Transaction that is reasonably likely to occur within six (6) months of the applicable Optional Prepayment which has not been publicly announced. A Notice of Redemption Immediately prior to the related Optional Prepayment Date, the Company shall not be effective provide the Holder with the final Optional Prepayment Price with respect to the applicable Conversion Amount being prepaid. If the Company elects to cause an Optional Prepayment pursuant to this Section 8, then it must simultaneously take the same action in the same proportion with respect to the Other Notes. Notwithstanding anything to the contrary contained in this Section 8, if the Company seeks to effect an Optional Prepayment with respect to any portion of the Principal Conversion Amount for which the Holder and a pending, proposed or intended Fundamental Transaction has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower been publicly announced at any time prior to the payment Optional Prepayment Date which has not been abandoned, terminated or consummated, at the option of the Redemption AmountHolder (without regard to any limitation in Section 3(d) on the conversion of this Note), cancel in lieu of receiving from the Notice Company the Optional Prepayment Price in cash, the Holder shall instead have the right to receive upon consummation of Redemptionthe applicable Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the applicable Conversion Amount is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(d) on the conversion of this Note).

Optional Prepayment. If At any time after nine months from the VWAP date hereof, provided that the Registration Statement (hereinafter defined) is effective and available for sales of Registrable Securities (hereinafter defined) thereunder, the Company may at any time hereafter prepay, without premium or penalty, all (but not less than all) of the outstanding principal amount of the Debentures (including, for this purpose, the Accrued Interest Debentures), together with interest accrued on such prepaid amount to the date of payment; provided (i) the average closing price of the Company's Common Stock on days the Common Stock traded during the 120-day period immediately preceding the date of the notice provided for in paragraph (c) hereinbelow shall have been not less than $5.00, and (ii) the closing price of the Common Stock is equal to or greater than one hundred and fifty percent (150%) for each of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day 30 trading days immediately preceding the date on which Borrower provides of such notice shall have been not less than $5.00, adjusted in each case for stock splits, stock dividends or other similar transactions affecting the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) price of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”)Common Stock. The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for All such Optional Redemption (the “Redemption Payment Date”), which date prepayments shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition applied pro rata to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than Debentures. At the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election option of the Holder, be null and void, (ii) interest accrued on the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior prepaid amount to the date of payment shall be paid either (a) in cash or (b) by the issuance by the Company to the Holder of shares of Common Stock into which Accrued Interest Debentures would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures had been issued to the Holder on such date in payment of such interest and such Accrued Interest Debentures were converted by the Redemption AmountHolder immediately thereafter. Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder may, upon written notice shall be deemed to the Borrower at any time prior have irrevocably elected to the receive payment of the Redemption Amount, cancel the Notice such interest in cash. Any exercise or deemed exercise of Redemptionsuch option shall be binding on any subsequent Holder of this Debenture.

Optional Prepayment. If (a) The Company shall have the VWAP right, exercisable at any time and from time to time in accordance with the terms hereof, upon twenty (20) Trading Days prior written notice to the Holders of the Debentures to be prepaid and accompanied by any waiver required by holders of senior indebtedness of the Company for such prepayment (an "OPTIONAL PREPAYMENT NOTICE"), to prepay all or any portion of the outstanding principal amount of the Debentures which have not previously been repaid or for which Conversion Notices have not previously been delivered. The prepayment price applicable to prepayments under this Section 5(a) shall equal the Optional Prepayment Price (as defined in Section 7) and shall be paid in cash. Any such prepayment shall be free of any claim of subordination. The Company shall not be entitled to deliver an Optional Prepayment Notice to the Holders if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the Company's conversion obligations of the aggregate principal amount of Debentures then outstanding, or (ii) there is neither an effective Underlying Shares Registration Statement under which the Holders can resell all of the issued Underlying Shares and all of the Underlying Shares as are issuable upon conversion in full of the principal amount of Debentures subject to prepayment under the Optional Prepayment Notice (which Underlying Shares Registration Statement must be effective through the applicable Optional Prepayment Date, as defined below) nor may all of such issued and issuable Underlying Shares be sold by the Holders subject to such prepayment without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent, or (iii) the Common Stock is equal to not then listed for trading on the NASDAQ or greater than one hundred and fifty percent (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”)Subsequent Market. The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption Holders shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemptiontender, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied Company shall honor, Conversion Notices delivered prior to the payment expiration of the Redemption Amount, twentieth (20th) Trading Day after receipt by the Holder may, upon written notice Holders of an Optional Prepayment Notice for such Debentures (the 20th Trading Day after receipt by the Holders of an Optional Prepayment Notice is referred to herein as the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemption"OPTIONAL PREPAYMENT DATE").

Optional Prepayment. If Except as expressly provided in this Section 2(c), no amounts of principal or interest due hereunder may be prepaid by the VWAP Maker without the prior written consent of the Holder. In the event that (i) the registration statement required to be filed by the Maker pursuant to the Registration Rights Agreement of even date herewith executed in connection with in the Purchase Agreement (the "Registration Rights Agreement") shall have been declared effective by the Securities and Exchange Commission and shall remain effective and (ii) either (A) the Closing Sales Price of the Common Stock is equal to or has been greater than one hundred and fifty percent Two Hundred Fifty Percent (150250%) of the Conversion Price then in effect for at least 20 twenty (20) consecutive Trading Daystrading days, including or (B) the Trading Day immediately preceding Maker shall have consummated the date on sale of its Common Stock in a firm commitment underwritten public offering in which Borrower provides the related Notice offering price per share of Redemption Common Stock was greater than Two Hundred Percent (as defined below), Borrower will have the option of prepaying, in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110200%) of the Principal Amount Conversion Price then in effect and the aggregate gross proceeds to the Maker were greater than TWENTY MILLION DOLLARS ($20,000,000) (any such event meeting the criteria specified in clauses (i) and (ii) being referred to herein as a "Prepayment Trigger Event"), then the Maker shall be redeemedentitled to prepay, together with subject to the terms of this Section 2(c), any or all of the outstanding principal of and accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable on the Debentures by giving written notice to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following Holders at least thirty (30) consecutive Trading Days during days prior to the date fixed for the prepayment (which shall not be more than ninety (90) days after the Prepayment Triggering Event), and, upon delivery of such prepayment notice to the Holders, such prepayment election shall be irrevocable; provided, however, that in the event that the Maker elects to prepay less than all of the Equity Conditions have been satisfied each day (other than then outstanding Debentures, such prepayment shall be allocated pro rata among all Holders based upon the Equity Conditions set forth in clause (c) thereunder)proportion that the aggregate principal of and accrued but unpaid interest on the Debentures held by the Holder bears to the aggregate principal of and accrued but unpaid interest on all of the Debentures held by all Holders. A Notice Neither the occurrence of Redemption a Prepayment Trigger Event or an election by the Maker to prepay the Debentures shall not be effective affect the right of the Holder to exercise its Conversion Option with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated this Debenture on or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment prepayment in full of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemptionthis Debenture.

Optional Prepayment. If Commencing upon the VWAP fourth monthly anniversary of the Common Stock is equal to or greater than one hundred and fifty percent (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below)Original Issue Date, Borrower will have the option of prepaying, in whole but not in part, prepaying the outstanding Principal Amount of this Note (“Optional Redemption”) ), in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred and ten fifteen percent (110115%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than (i) ten (10) Trading Days if the Notice of Redemption is given after the Effective Date (as defined in the Purchase Agreement), or (ii) five (5) Trading Days if such Notice of Redemption is given prior to the Effective Date, in each case, after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a A Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Conversion Shares that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemption.

Optional Prepayment. If (1) Subject to the VWAP provisions of the Common Stock is equal to or greater than one hundred and fifty percent (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but not in partthis Section 2, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying Company may deliver a notice to the Holder a sum (an “Optional Repayment Notice” and the date such notice is deemed delivered hereunder, the “Optional Repayment Notice Date”) of money its irrevocable election to prepay up to 25% of the outstanding Notes for cash in cash an amount equal to one hundred and ten percent (110%1) 115% of the Principal Amount to be redeemed, together with principal amount thereof plus accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through date of repayment if on or prior to the Redemption Payment Date, as defined below second anniversary of the Original Issue Date or (2) 110% of the principal amount thereof plus accrued interest to the date of repayment if after the second anniversary of the Original Issue Date (the “Redemption Optional Repayment Amount”) on the 20th Trading Day following the Optional Repayment Notice Date (such date, the “Optional Repayment Date” and such repayment, the “Optional Repayment”). The Borrower’s election to exercise its right to prepay this Note must be by notice Optional Repayment Amount is payable in writing (“Notice of Redemption”)full on the Optional Repayment Date. The Company may only effect an Optional Repayment if on each trading day during the period commencing on the Optional Repayment Notice of Redemption shall specify Date through to the Optional Repayment Date and through and including the date for such payment of the Optional Redemption (the “Redemption Payment Date”)Repayment Amount is actually made, which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all each of the Equity Conditions have been satisfied each day (other than those described in clause (ix) of the definition thereof) shall have been met. If any of the Equity Conditions set forth (other than those described in clause (cix) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which definition thereof) shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect to nullify the Optional Repayment Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has previously delivered an election not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to convert, nor for conversions initiated or made by notify the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rightsnon-existence of an Equity Condition, such notice period shall be paid extended to the Holder third Trading Day after proper notice from the Company) in immediately available funds. In which case the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Optional Repayment Notice of Redemption will, at the election of the Holder, shall be null and void, (ii) ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the Borrower will not have the right to deliver another Notice time of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment delivery of the Redemption Amount, Optional Repayment Notice through the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemptiondate all amounts owing thereon are due and paid in full.

Optional Prepayment. If (a) The Borrower may prepay the VWAP Loan (and the Issuer shall then be deemed to have made a corresponding optional redemption of the Common Stock is equal to or greater than one hundred and fifty percent (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined belowSeries 2015 Note), Borrower will have the option of prepaying, in whole but not or in part, the outstanding Principal Amount of this Note (“Optional Redemption”) at any time after August , 2017 or from time to time thereafter, by paying to the Holder a sum of money in cash equal to one hundred and ten percent Noteholder (110%) as holder of the Principal Amount Series 2015 Note and assignee of the Issuer) the principal amount of the Loan to be redeemedprepaid, together with accrued but the unpaid interest thereon, if any, and any and all other sums due, accrued or payable on the amount of principal so prepaid to the Holder arising under this Note through date of such prepayment, without premium or penalty. Each prepayment of the Redemption Loan shall be made on such Interest Payment DateDate and in such principal amount as shall be specified by the Borrower in a written notice delivered by the Borrower on behalf of the Issuer to the Noteholder not less than two (2) Business Days prior thereto specifying the principal amount of the Loan to be prepaid and the date of such prepayment. Notice having been given as aforesaid, the principal amount of the Loan stated in such notice or the whole thereof, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice case may be, shall become due and payable on the prepayment date stated in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”)notice, which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition together with interest accrued and unpaid to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount prepayment date on the Redemption Payment Date as set forth hereinprincipal amount then being paid, then (i) such Notice of Redemption will, at without premium or penalty. If on the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to prepayment date moneys for the payment of the Redemption AmountLoan or portion thereof to be prepaid, the Holder may, upon written notice together with interest to the Borrower at any time prepayment date on such amount, shall have been paid to the Noteholder as above provided prior to 2:00 p.m. Eastern time on a Interest Payment Date and if notice of prepayment shall have been given to the Noteholder as above provided, then from and after such Interest Payment Date interest on the Loan or portion thereof so prepaid shall cease to accrue and the principal amount paid shall be deemed cancelled and no longer outstanding hereunder. If said moneys shall not have been so paid on the prepayment date, such principal amount of such Loan or portion thereof shall continue to bear interest until payment of thereof at the Redemption Amount, cancel rate or rates provided for in this Agreement. Any payments made after 2:00 p.m. Eastern time shall be deemed made on the Notice of Redemptionnext succeeding Interest Payment Date.

Optional Prepayment. At any time after the Issuance Date, the Maker may repay all (but not less than all) of the Outstanding Principal Amount plus all accrued interest thereon (if any), upon at least ten (10) days written notice of the Holder (the “Prepayment Notice”). If the VWAP Maker elects to prepay this Note pursuant to the provisions of this Section 1.3(c), the Holder shall have the right, upon written notice to the Maker (a “Prepayment Conversion Notice”) within five (5) Business Days of the Common Stock is equal Holder’s receipt of a Prepayment Notice, to or greater than one hundred and fifty convert up to twenty-five percent (15025%) of the Outstanding Principal Amount plus accrued interest thereon (if any) on the Issuance Date (the “Maximum Amount”) at the lesser of (i) the Conversion Price then in effect for at least 20 consecutive Trading Days, including and (ii) the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption Cash Repayment Price (as defined below), Borrower will have in accordance with the option provisions of prepayingArticle 3, in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of specifying the Principal Amount to be redeemed, together with plus accrued but unpaid interest thereon, (if any) (up to the Maximum Amount) that the Holder will convert. Upon delivery of a Prepayment Notice, the Maker irrevocably and unconditionally agrees to, within five (5) Business Days of receiving a Prepayment Conversion Notice, and any and all other sums dueif no Prepayment Conversion Notice is received, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than within ten (10) Trading Business Days after Holder receives of delivery of a Prepayment Notice: (i) repay the Notice of Redemption Outstanding Principal Amount plus all accrued interest thereon (if any) minus the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions Principal Amount set forth in clause the Prepayment Conversion Notice and (cii) thereunder)issue the applicable Conversion Shares to the Holder in accordance with Article 3. A The foregoing notwithstanding, the Maker may not deliver a Prepayment Notice of Redemption shall not be effective with respect to any portion of the Outstanding Principal Amount for which the Holder has previously that is subject to a Conversion Notice delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemptionaccordance with Article 3.

Optional Prepayment. If The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (as well as all interest accrued and unpaid thereon through the VWAP end of the Common Stock related Interest Period) on the last Business Day of any Interest Period related thereto (each an “Optional Prepayment Date”); provided that the Borrowers deliver a Prepayment Notice to each Lender and the Lender Agent, no later than 7:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the Optional Prepayment Date. Any such partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000 (or, if less, the Outstanding Aggregate Loan Amount). Any such prepayment shall be paid over to the Lender Agent for the account of the Lenders by the Borrowers by 11:00 a.m. (New York City time) on such Optional Prepayment Date, and shall be in an amount equal to or greater than one hundred the sum of (a) the Loan amount being prepaid on the date of such prepayment, plus (b) all accrued and fifty percent unpaid interest on such Loan being prepaid as of the date of such prepayment, plus (150%c) the allocable portion (determined by the Lender Agent in its sole reasonable discretion) of all other amounts due from the Conversion Price then Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date; provided that the Borrowers make a timely delivery of a Prepayment Notice, and in effect for at least 20 consecutive Trading Days, including addition to the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption amount required under items (as defined belowa), Borrower will have the option of prepaying(b), in whole but not in partand (c) above, the outstanding Principal Amount of this Note Borrowers must pay, without duplication, (“Optional Redemption”x) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereonall Breakage Costs, if any, actually incurred by the Lenders and any resulting from such prepayment and (y) all other sums dueaccrued and unpaid interest on such Loan being prepaid following the prepayment. Subject to Section 5.02, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence absence of this clause (b)a timely delivered Prepayment Notice, the Lenders shall automatically and without further action by the Borrowers continue each Loan at the termination of each Interest Period for a Notice of Redemption, if given, must be given within two Trading Days successive Interest Period beginning on the day immediately following thirty (30) consecutive Trading Days during which all the final day of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption immediately preceding Interest Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemption.

Optional Prepayment. If The Borrower shall have the VWAP right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Common Stock is equal Note to or greater than one hundred prepay the outstanding Note (principal and fifty percent accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (150%an “Optional Prepayment Notice”) shall be delivered to the Holder of the Conversion Price then in effect for Note at least 20 consecutive Trading Daysits registered address and shall state: (1) that the Borrower is exercising its right to prepay the Note, including the Trading Day immediately preceding and (2) the date on of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower provides shall make payment of the related Notice of Redemption Optional Prepayment Amount (as defined below), ) to or upon the order of the Holder as specified by the Holder in writing to the Borrower will have at least one (1) business day prior to the option of prepaying, in whole but not in partOptional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 140%, multiplied by the sum of: (w) the then outstanding Principal Amount principal amount of this Note plus (“Optional Redemption”x) by paying accrued and unpaid interest on the unpaid principal amount of this Note to the Holder a sum of money in cash equal to one hundred and ten percent Optional Prepayment Date plus (110%y) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereonDefault Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any and all other sums due, accrued or payable amounts owed to the Holder arising under this pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers and Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note through within two (2) business days following the Redemption Payment Optional Prepayment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise Borrower shall forever forfeit its right to prepay the Note pursuant to this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of RedemptionSection 1.9.

Optional Prepayment. If The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (as well as all interest accrued and unpaid thereon through the VWAP end of the Common Stock related Interest Period) on the last Business Day of any Interest Period related thereto (each an “Optional Prepayment Date”); provided that the Borrowers deliver a Prepayment Notice to each Lender and the Lender Agent, no later than 2:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the Optional Prepayment Date; provided further that all Term Loans must be paid in full before the Borrowers may prepay any Revolving Loans. Any such partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000 (or, if less, the Outstanding Aggregate Loan Amount). Any such prepayment shall be paid over to the Lender Agent for the account of the Lenders by the Borrowers by 2:00 p.m. (New York City time) on such Optional Prepayment Date, and shall be in an amount equal to or greater than one hundred the sum of (a) the Loan amount being prepaid on the date of such prepayment, plus (b) all accrued and fifty percent unpaid interest on such Loan being prepaid as of the date of such prepayment, plus (150%c) the allocable portion (determined by the Lender Agent in its sole reasonable discretion) of all other amounts due from the Conversion Price then Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date; provided that the Borrowers make a timely delivery of a Prepayment Notice, and in effect for at least 20 consecutive Trading Days, including addition to the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption amount required under items (as defined belowa), Borrower will have the option of prepaying(b), in whole but not in partand (c) above, the outstanding Principal Amount of this Note Borrowers must pay, without duplication, (“Optional Redemption”x) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereonall Breakage Costs, if any, actually incurred by the Lenders and any resulting from such prepayment and (y) all other sums dueaccrued and unpaid interest on such Loan being prepaid following the prepayment. Subject to Section 5.02, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence absence of this clause (b)a timely delivered Prepayment Notice, the Lenders shall automatically and without further action by the Borrowers continue each Loan at the termination of each Interest Period for a Notice of Redemption, if given, must be given within two Trading Days successive Interest Period beginning on the day immediately following thirty (30) consecutive Trading Days during which all the final day of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption immediately preceding Interest Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemption.

Optional Prepayment. If The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (as well as all interest accrued and unpaid thereon through the VWAP end of the Common Stock is equal to or greater than one hundred and fifty percent related Interest Period) on the last Business Day of any Interest Period related thereto (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but not in part, the outstanding Principal Amount of this Note (each an “Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Prepayment Date”); provided, which date that the Borrowers deliver a Prepayment Notice to the Lender, no later than 1:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the Optional Prepayment Date. Any partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000. Any such prepayment shall be paid over to the Lender by the Borrowers by 1:00 p.m. (New York City time) on such Optional Prepayment Date, and shall be in amount equal to the sum of (i) the Loan amount being prepaid on the date certain not sooner of such prepayment, plus (ii) all accrued and unpaid interest on such Loan being prepaid as of the date of such prepayment, plus (iii) the allocable portion (determined by the Lender in its sole reasonable discretion) of all other amounts due from the Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than ten (10) Trading Days after Holder receives an Optional Prepayment Date provided that the Notice Borrowers make a timely delivery of Redemption (the “Redemption Period”). In a Prepayment Notice, and in addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then amount required under items (i) such Notice of Redemption will, at the election of the Holder, be null and void), (ii) the Borrower will not have the right to deliver another Notice of Redemption), and (iii) Borrower’s failure may be deemed above, the Borrowers must pay, without duplication, (a) all Breakage Costs, if any, actually incurred by Holder to be a non-curable Event the Lender and resulting from such prepayment and (b) all interest on such Loan being prepaid through the end of Defaultthe Interest Period following the prepayment. In the event absence of a timely delivered Prepayment Notice, the Equity Conditions cease to be satisfied prior to Lender shall automatically and without further action by the payment Borrowers continue each Loan at the termination of each Interest Period for a successive Interest Period beginning on the day immediately following the final day of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemptionimmediately preceding Interest Period.

Optional Prepayment. If The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (as well as all interest accrued and unpaid thereon through the VWAP end of the Common Stock related Interest Period) on the last Business Day of any Interest Period related thereto (each an “Optional Prepayment Date”); provided that the Borrowers deliver a Prepayment Notice to each Lender and the Credit Agent, no later than 7:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the Optional Prepayment Date. Any such partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000 (or, if less, the Outstanding Aggregate Loan Amount). Any such prepayment shall be paid over to the Credit Agent for the account of the Lenders by the Borrowers by 11:00 a.m. (New York City time) on such Optional Prepayment Date, and shall be in an amount equal to or greater than one hundred the sum of (a) the Loan amount being prepaid on the date of such prepayment, plus (b) all accrued and fifty percent unpaid interest on such Loan being prepaid as of the date of such prepayment, plus (150%c) the allocable portion (determined by the Credit Agent in its sole reasonable discretion) of all other amounts due from the Conversion Price then Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date; provided that the Borrowers make a timely delivery of a Prepayment Notice, and in effect for at least 20 consecutive Trading Days, including addition to the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption amount required under items (as defined belowa), Borrower will have the option of prepaying(b), in whole but not in partand (c) above, the outstanding Principal Amount of this Note Borrowers must pay, without duplication, (“Optional Redemption”x) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereonall Breakage Costs, if any, actually incurred by the Lenders and any resulting from such prepayment and (y) all other sums dueaccrued and unpaid interest on such Loan being prepaid following the prepayment. Subject to Section 5.02, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence absence of this clause (b)a timely delivered Prepayment Notice, the Lenders shall automatically and without further action by the Borrowers continue each Loan at the termination of each Interest Period for a Notice of Redemption, if given, must be given within two Trading Days successive Interest Period beginning on the day immediately following thirty (30) consecutive Trading Days during which all the final day of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption immediately preceding Interest Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemption.

Optional Prepayment. If The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (as well as all interest accrued and unpaid thereon through the VWAP end of the Common Stock related Interest Period) on the last Business Day of any Interest Period related thereto (each an “Optional Prepayment Date”); provided that the Borrowers deliver a Prepayment Notice to the Lender Agent, no later than 7:00 p.m. New York City time on a Business Day that is at least two (2) Business Days preceding the Optional Prepayment Date. Any such partial prepayment shall be in a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000 (or, if less, the Outstanding Aggregate Loan Amount). Any such prepayment shall be paid over to the Lender Agent for the account of the 0000000 00000000 8 Line of Credit Agreement Lenders by the Borrowers by 11:00 a.m. (New York City time) on such Optional Prepayment Date, and shall be in an amount equal to or greater than one hundred the sum of (a) the Loan amount being prepaid on the date of such prepayment, plus (b) all accrued and fifty percent unpaid interest on such Loan being prepaid as of the date of such prepayment, plus (150%c) the allocable portion (determined by the Lender Agent in its sole reasonable discretion) of all other amounts due from the Conversion Price then Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an Optional Prepayment Date; provided that the Borrowers make a timely delivery of a Prepayment Notice, and in effect for at least 20 consecutive Trading Days, including addition to the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption amount required under items (as defined belowa), Borrower will have the option of prepaying(b), in whole but not in partand (c) above, the outstanding Principal Amount of this Note Borrowers must pay, without duplication, (“Optional Redemption”x) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereonall Breakage Costs, if any, actually incurred by the Lenders and any resulting from such prepayment and (y) all other sums dueaccrued and unpaid interest on such Loan being prepaid following the prepayment. Subject to Section 5.02, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence absence of this clause (b)a timely delivered Prepayment Notice, the Lenders shall automatically and without further action by the Borrowers continue each Loan at the termination of each Interest Period for a Notice of Redemption, if given, must be given within two Trading Days successive Interest Period beginning on the day immediately following thirty (30) consecutive Trading Days during which all the final day of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption immediately preceding Interest Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemption.

Optional Prepayment. If Prior to the VWAP of the Common Stock is equal to or greater Loan Maturity Date, Borrower may prepay all (but not less than one hundred and fifty percent (150%all) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but not in part, the outstanding Aggregate Principal Amount of this the Note (an “Optional RedemptionPrepayment”) ), by paying to the Holder a sum of money in cash equal to one hundred and ten percent Lender the following amounts (110%) of the Principal “Optional Prepayment Amount”): Period During which Optional Prepayment Amount is Received by Lender Optional Prepayment Amount to be redeemedPaid to Lender Closing Date until the date 60 Days following the Closing Date The sum of (a) the product of (i) 105%, together with multiplied by (ii) the $2,500,000 aggregate principal amount of the Note; (b) all accrued but unpaid interest thereon, if anyCash Interest; (c) all accrued but unpaid Additional Interest, and any and all (d) other sums due, accrued or payable amounts due to the Holder arising Lender under this Note through Agreement and the Redemption Payment Dateother Documents Day 61 from the Closing Date until the date 90 days following the Closing Date The sum of (a) the product of (i) 103%, as defined below multiplied by (ii) the $2,500,000 aggregate principal amount of the Note; (b) all accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) other amounts due to Lender under this Agreement and the other Documents Day 91 from the Closing Date until the date 180 days following the Closing Date The sum of (a) the product of (i) 102%, multiplied by (ii) the $2,500,000 aggregate principal amount of the Note; (b) all accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) other amounts due to Lender under this Agreement and the other Documents An Optional Prepayment shall be paid upon not less than five (5) Business Days prior irrevocable written notice (the “Redemption AmountOptional Prepayment Notice”), to the Lender from the Borrower detailing the Optional Prepayment Amount to be paid and setting forth the specific date the Optional Prepayment Amount shall be paid (such date hereinafter to be referred to as the “Optional Prepayment Date”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date Prepayment Amount shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition paid in full in cash to the VWAP condition specified Lender by the Borrower by wire transfer of immediately available funds on the Optional Prepayment Date. Other than as expressly permitted in this Section 2.8(a) or elsewhere herein, the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall Borrower may not be effective with respect to prepay any portion of the Aggregate Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rightsNote, shall be paid accrued but unpaid Cash Interest and/or any other amounts due to Lender pursuant to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinNote, then (i) such Notice of Redemption will, at the election this Agreement and/or any of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of Redemptionother Documents.

Optional Prepayment. If At any time after April 29, 1998, provided that the VWAP Registration Statement (hereinafter defined) is effective and available for sales of Registrable Securities (hereinafter defined) thereunder, the Company may at any time hereafter prepay, without premium or penalty, all (but not less than all) of the outstanding principal amount of the Debentures (including, for this purpose, the Accrued Interest Debentures), together with interest accrued on such prepaid amount to the date of payment; provided (i) the average closing price of the Company's Common Stock on days the Common Stock traded during the 120-day period immediately preceding the date of the notice provided for in paragraph (c) hereinbelow shall have been not less than $5.00, and (ii) the closing price of the Common Stock is equal to or greater than one hundred and fifty percent (150%) for each of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day 30 trading days immediately preceding the date on which Borrower provides of such notice shall have been not less than $5.00, adjusted in each case for stock splits, stock dividends or other similar transactions affecting the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) price of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”)Common Stock. The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for All such Optional Redemption (the “Redemption Payment Date”), which date prepayments shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition applied pro rata to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than Debentures. At the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election option of the Holder, be null and void, (ii) interest accrued on the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior prepaid amount to the date of payment shall be paid either (a) in cash or (b) by the issuance by the Company to the Holder of shares of Common Stock into which Accrued Interest Debentures would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures had been issued to the Holder on such date in payment of such interest and such Accrued Interest Debentures were converted by the Redemption AmountHolder immediately thereafter. Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder may, upon written notice shall be deemed to the Borrower at any time prior have irrevocably elected to the receive payment of the Redemption Amount, cancel the Notice such interest in cash. Any exercise or deemed exercise of Redemptionsuch option shall be binding on any subsequent Holder of this Debenture.

Optional Prepayment. If the VWAP of the Common Stock is equal to or greater than one hundred and fifty percent (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which The Borrower provides the related Notice of Redemption (as defined below), Borrower will shall have the option right at any time and from time to time to prepay any Borrowing of prepayingany Class (and in the case of Term Loans, the Original Initial Term Loans and/or the 2018/2019 Incremental Term Loans, as elected by the Borrower) in whole but not or in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying subject to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by prior notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause accordance with paragraph (c) thereunderof this Section 2.10, and if applicable, payment of the fee in the immediately following paragraph (it being understood from the 2020 Amendment Effective Date and until the 2021 Revolving Credit Termination Date, all prepayments of Revolving Credit Loans under this Section 2.10(a) shall be made on a pro rata basis between the 2021 Revolving Credit Facility and the 2022 Revolving Credit Facility in proportion to the respective Revolving Credit Commitments under each such Revolving Credit Facility). A Notice Loans may be prepaid by the Borrower in aggregate amounts that are (x) in the case of Redemption Eurodollar Loans, an integral multiple of $1,000,000 and not less than $10,000,000 and (y) in the case of Adjusted Base Rate Loans, an integral multiple of $500,000 and not less than $5,000,000. Each voluntary prepayment of Term Loans shall be allocated to the installments thereof as directed by the Borrower. Any (i) voluntary prepayment of the Initial Term Loans using proceeds of Indebtedness issued by Parent Guarantor or any of its Subsidiaries for which the all-in yield (but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new Indebtedness) payable thereon on the date of such prepayment is lower than the all-in yield on the date of such prepayment with respect to the Initial Term Loans subject to such prepayment and/or (ii) repricing of the Term Loans pursuant to an amendment to the Loan Documents resulting in the all-in yield payable thereon on the date of such amendment being lower than the all-in yield on the date immediately prior to such amendment with respect to the Initial Term Loans, shall, in each case, be accompanied by a prepayment fee equal to 1.0% of the aggregate principal amount of such prepayment (or, in the case of clause (ii) above, of the aggregate amount of Initial Term Loans affected by such repricing that are outstanding immediately prior to such amendment) if such event occurs on or prior to the six month anniversary of the 2018 Incremental Amendment Effective Date (with any Lender whose Initial Term Loans are required to be repaid or assigned as a result of the exercise of Section 2.18 as a result of not consenting to such amendment also entitled to such premium); provided that such prepayment fee shall not be effective payable in connection with respect to any portion transaction that results in a Change of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of RedemptionControl.

Optional Prepayment. If the VWAP of the Common Stock The Loan is equal subject to or greater mandatory prepayments as provided in Section 3.7(b) below. Other than one hundred and fifty percent (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below)such mandatory prepayments, Borrower will have is prohibited from prepaying the option of prepayingLoan, in whole but not or in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b)year following the Initial Advance. Thereafter, a Notice of Redemptionthe Loan may be prepaid, if givenin whole or in part, must be given within two Trading Days following upon not less than thirty (30) consecutive Trading Days during which days' prior written notice to Lender. Such prepayment shall be accompanied by all interest accrued through and including the date of Lender's receipt of the Equity Conditions have been satisfied each day prepayment, all fees and expenses payable by Lender pursuant to the Loan Documents, and a premium (other than "Prepayment Premium") calculated based on the Equity Conditions set forth in clause (c) thereunder). A Notice amount of Redemption shall not be effective with respect to any portion time that has elapsed since the date of the Principal Amount for which Initial Advance, in accordance with the Holder has previously delivered schedule below: Period After Date of Initial Advance Premium Percentage ------------------------------------ ---------------------------------------------- 13 months to 24 months 3% of the Loan's outstanding principal balance 25 months to 36 months 2% of the Loan's outstanding principal balance 37 months to 48 months 1% of the Loan's outstanding principal balance Notwithstanding the foregoing provisions of this Section 3.7(a) to the contrary, Borrower may prepay the Loan, in whole or in part, upon any whole loan sale, off balance sheet conduit sale, or securitization upon thirty (30) days' prior written notice to Lender, so long as neither the Loan nor this Agreement is terminated as a result of such prepayment. Notwithstanding any provision of this Section 3.7(a) or any other provision hereof to the contrary, Borrower shall pay Lender an election to convertunused line fee ("Unused Line Fee"), nor for conversions initiated or made by calculated as of the Holder last day of each calendar month during the Redemption Period. On the Redemption Payment Dateterm hereof, the Redemption Amount, less any cash portion equal to one quarter of one percent (0.25%) per annum of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then difference between (i) such Notice of Redemption will, at the election of the Holder, be null $25,000,000; and void, (ii) the Borrower will not have average outstanding principal balance of the right to deliver another Notice Loan during such month, commencing on the first day of Redemptionthe seventh month following the Effective Date, and (iii) Borrower’s failure may payable monthly in arrears by the first business day of the following month; provided, however, that the Unused Line Fee shall be deemed by Holder to be a non-curable Event of Default. In waived in the event that the Equity Conditions cease to be satisfied prior to the payment average outstanding principal balance of the Redemption Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the Notice of RedemptionLoan exceeds $15,000,000 during such month.

Optional Prepayment. If At any time no Revolving Credit Loans are Outstanding, the VWAP of the Common Stock is equal to or greater than one hundred and fifty percent (150%) of the Conversion Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which Borrower provides the related Notice of Redemption (as defined below), Borrower will Borrowers shall have the option of prepayingright at any time to prepay the Term A Notes and the Term B Notes, in whole but not as a whole, or in part, the outstanding Principal Amount of this Note upon not less than three (“Optional Redemption”3) by paying Business Days prior written notice to the Holder a sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemedAgent, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”). In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then provided that (i) such Notice each partial prepayment shall be in the principal amount of Redemption will, at the election of the Holder, be null and void$100,000 or a larger integral multiple thereof, (ii) any portion of a Term Loan bearing interest at the Borrower will not have Eurodollar Rate that is prepaid pursuant to this Section 4.4 on a day other than the right to deliver another Notice last day of Redemptionthe Interest Period relating thereto shall be accompanied by any amounts due under Section 6.9, and (iii) Borrower’s failure each prepayment of the Term Loans shall be applied ratably to Term Loan A and Term Loan B in accordance with the outstanding principal amount thereof, (iv) each partial prepayment of Term Loan A shall be allocated among the Banks, in proportion, as nearly as practicable, to the respective outstanding amount of each Bank's Term A Note, with adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion, (v) each partial prepayment of Term Loan B shall be allocated, as nearly as practicably, to the respective outstanding amount of each Bank's Term B Note, with adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion. Any prepayment of principal of a Term Loan shall include all interest accrued to the date of prepayment and shall be applied pro rata to the remaining scheduled installments of principal due on such Term Loan. No amount repaid with respect to a Term Loan may be deemed by Holder to be a non-curable Event of Defaultreborrowed. In the event the Equity Conditions cease to be satisfied prior to the payment connection with any prepayment of the Redemption Amount, the Holder may, upon written notice Term Loans pursuant to the Borrower this Section 4.4.1 and at any time prior to the payment repayment in full of the Redemption AmountTerm Loan A, cancel any Bank holding any portion of Term Loan B may decline the Notice required prepayment of Redemptionthe amount of Term Loan B owing to such Bank. In the event that a Bank so declines such prepayment, the principal amount so declined shall be applied to the repayment of Term Loan A as set forth in clause (iv) of this Section 4.4.1.