Common use of Optional Redemption in Cash Clause in Contracts

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement Note (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Securities Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the then outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to to: (a)one hundred twenty percent (120%)(if the redemption occurs before the first anniversary hereof), or (b) one hundred thirty fifteen percent (130%115%)(if the redemption occurs after the first anniversary hereof, but before the second anniversary hereof) or (c) one hundred ten percent (110%)(if the redemption occurs after the second anniversary) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the "REDEMPTION AMOUNT"Security Agreement) (the “Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement Document (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon Cash Interest Amounts and PIK Interest Amounts and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreements or any Related Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be within seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the “Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. For purposes hereof, the term “Ancillary Agreement” means all documents, agreements, instruments, security agreements, mortgages and deeds of hypothecs executed by or on behalf of any Company to Holder, relating to this Note or to the transactions contemplated by this Note or otherwise relating to the relationship between or among any Company and Holder, as each of the same may be amended, supplemented, restated or otherwise modified from time to time.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty ten percent (130110%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"); provided, however, that in no event may the Borrower pay the Holder any amount in respect of the exercise of any such Optional Redemption (of all or any portion of this Note) unless the Borrower shall concurrently (i) deposit additional cash collateral with Aether in an amount equal to the aggregate amount to be paid to the Holder and all other Purchasers in connection with such Optional Redemption (the "PREPAYMENT AMOUNT") and (ii) prepay the Shaar Notes collectively by an aggregate amount equal to the Prepayment Amount. A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice will be null and voidvoid and (ii) the Borrower shall no longer have the right to exercise the Optional Redemption as set forth herein. Each of the terms "Aether", "Aether Note", "Shaar Note" has the meaning given to such term in the Subordination Agreement.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent the Applicable Percentage (130%as hereafter defined) of the then-outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement Document (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of “Redemption (the "REDEMPTION PERIOD"Payment Date”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall be not earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void. For purposes of this Section 2.5, the term “Applicable Percentage” means (1) 120% for the period commencing on the date hereof (the “Closing Date”) and ending on the first anniversary of the Closing Date, (2) 115% for the period commencing on the first day following the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date and (3) 110% for the period commencing on the first day following the second anniversary of the Closing Date and ending on the day immediately preceding the Maturity Date.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder Holder, within a period up to and including twelve (12) months from the date herein, a sum of money equal to one hundred thirty twenty-five percent (130125%) of the outstanding remaining principal balance amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon thereon. Optional Redemption after twelve (12) months and up until twenty-four (24) months after the date herein, will be at a sum equal to one hundred and fifteen percent (115%) of the remaining principal balance amount of this Note together with accrued but unpaid interest. Option Redemption after twenty-four (24) months shall be effected by the Borrower paying to the Holder a sum equal to one hundred and two percent (110%) of the principal balance amount plus accrued but unpaid interest at Redemption and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the then outstanding principal amount balance of this Note at the time of prepaymentNote, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ------------------------------ ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent the Applicable Principal Amount (130%as defined below) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. For purposes of this Section 2.3, the "APPLICABLE PRINCIPAL AMOUNT" shall mean (a) during the period commencing on the effective date hereof and ending on the date immediately preceding the first anniversary of the effective date hereof, 125% of the Principal Amount outstanding at the time of such prepayment, (b) during the period commencing on the first anniversary of the effective date hereof and ending on the date immediately preceding the second anniversary of the date hereof, 120% of the Principal Amount outstanding at the time of such prepayment and (c) during the period commencing on the second anniversary of the effective date hereof and ending on the Maturity Date, 115% of the Principal Amount outstanding at the time of such prepayment.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty and twenty percent (130120%) of the then outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to (a) one hundred thirty percent (130%) of the Principal Amount outstanding principal amount at such time if such payment occurs prior to the first anniversary of this Note the Closing Date, (b) one hundred eighteen (118%) of the Principal Amount outstanding at such time if such payment occurs on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date and (c) one hundred seven percent (107%) of the Principal Amount outstanding at such time if such payment occurs on or after the second anniversary of prepaymentthe Closing Date, in each case, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 Article III during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Security Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Optional Redemption in Cash. The Borrower will have the option of prepaying all amounts outstanding under this Note in full ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement Document (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODPayment Date"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall be not earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty five percent (130125%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the Principal Amount outstanding principal amount at such time if such payment occurs prior to the first anniversary of this Note at the time of prepaymentOriginal Closing Date, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven ten (710) business days Business Days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 Article III during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Securities Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been xxxx completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of ---------------------------- prepaying this Note in whole or in part ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money (the "Redemption Amount") equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven no more than ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion , and the principal amount of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemptionredeemed. On the Redemption Payment Date, the relevant Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the relevant Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Subject to satisfaction of the Prepayment Conditions (as hereafter defined) and Section 2.2 hereof, the Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty and one percent (130101%) of the outstanding principal amount outstanding at such time of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement Document (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void. For purposes hereof, the term "PREPAYMENT CONDITIONS" means satisfaction of each of the following: (a) the average closing bid price of the Common Stock on the Principal Market (as hereafter defined) during the twenty (20) consecutive trading days immediately prior to the Redemption Payment Date shall exceed an amount equal to three (3) times the Fixed Conversion Price (as hereafter defined), (b) the market price of the Common Stock on the Principal Market (as hereafter defined) on the Redemption Payment Date shall be supported by a price-to-earnings ratio with respect to the Common Stock and the Borrower, respectively, of not greater than twenty (20) times fully diluted earnings per share of the Common Stock, excluding extraordinary gains, (c) the average daily trading volume of the Common Stock for a period of twenty (20) consecutive trading days immediately prior to the Redemption Payment Date shall not be less than 100,000 shares, (d) the conditions set forth in 2.3(i) and 2.3(ii) hereof shall have been satisfied, and (e) the Holder shall have determined that no shareholder derivative lawsuits are then outstanding against the Borrower. For purposes hereof, the "FIXED CONVERSION PRICE" means $0.40, subject to adjustment in accordance with the terms of this Note. The Fixed Conversion Price shall also be adjusted downward immediately following the occurrence of a Specified Event (as defined below) to an amount equal to the lesser of (1) $0.40 or (2) the volume weighted average closing prices for the Common Stock on the Principal Exchange, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the ten (10) trading days immediately following the Borrower's public press release of its 2004 fiscal year results of operations. For purposes hereof, the term "SPECIFIED EVENT" means the occurrence of the following: (1) the Borrower's failure to attain earnings before interest, taxes, depreciation and amortization for the Borrower's fiscal year ended September 30, 2004 of more than $2,000,000 and (2) at the time of the aforementioned press release, the market price of Borrower's Common Stock shall be less than $0.40.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (defined below); provided, however, that in no event may the Borrower pay the Holder any amount in respect of the exercise of any such Optional Redemption (of all or any portion of this Note) unless the Borrower shall have first until the Discharge of the Senior Claims, (i) prepaid the Laurus Note by an amount equal to the aggregate amount to be paid to the Holder and all other Purchasers in connection with such Optional Redemption (the “Prepayment Amount”) as provided in the Laurus Note and (ii) deposited additional cash collateral in an amount equal to the Prepayment Amount with Aether as provided in the Aether Note. The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice will be null and voidvoid and (ii) the Borrower shall no longer have the Optional Redemption rights set forth herein. Each of the terms “Aether”, “Aether Note”, “Discharge of Senior Claims”, “Laurus Note” has the meaning given to such term in the Subordination Agreement.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to prixx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent the Prepayment Premium (130%as hereinafter defined) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon to the Redemption Payment Date (as hereinafter defined) and any and all other sums unpaid amounts, if any, then due, accrued accrued, payable or payable owing to the Holder arising under this Note, the Purchase Agreement or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”). The “Prepayment Premium” shall be equal to one hundred and thirty percent (130%) outstanding on of the day Principal Amount at the time of such prepayment. The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount for which the Holder has a pending election to convert into Common Stock pursuant to Section 3.1, 3.1 or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds cash to the Holder. In the Xx xhe event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be deemed to be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of Companies may prepay this Note at any time, in whole or in part, without penalty or premium. If within thirty six (36) months of the date of issue of this Note, the Companies prepay in full the Principal Amount outstanding at such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (collectively, the "REDEMPTION AMOUNT") outstanding on “Redemption Amount”), upon receipt in full of the day Redemption Amount in good funds, the Holder will rebate to Companies $500,000. The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the “Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. In the event that the Redemption Amount is paid to the Holder within six (6) months of the date of issue of this Note, upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Companies fifty percent (50%) of any fees it received from the Companies on the date of issue of this Note.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty-five percent (130125%) of the then outstanding principal amount balance of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the tx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the "REDEMPTION AMOUNT"Security Agreement) (the “Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ------------------------------ ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to the sum of (I)(1) one hundred thirty five percent (130105%) of the Principal Amount outstanding principal amount at such time if such prepayment occurs prior to the first anniversary of this Note the Closing Date, (2) one hundred three percent (103%) of the Principal Amount outstanding at such time if such prepayment occurs on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, or (3) one hundred one percent (101%) of the Principal Amount outstanding at such time of prepayment, together with if such prepayment occurs thereafter but prior to the Maturity Date plus (II) accrued but unpaid interest thereon and any and all ---- other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be within seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven no later than ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the “Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption”). On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ------------------------------ ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent the -------------------- Applicable Principal Amount (130%as defined below) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. For purposes of this Section 2.3, the "APPLICABLE PRINCIPAL AMOUNT" shall mean (a) during the period commencing on the date hereof and ending on the date immediately preceding the first anniversary of the date hereof, 125% of the Principal Amount outstanding at the time of such prepayment, (b) during the period commencing on the first anniversary of the date hereof and ending on the date immediately preceding the second anniversary of the date hereof, 120% of the Principal Amount outstanding at the time of such prepayment and (c) during the period commencing on the second anniversary of the date hereof and ending on the Maturity Date, 115% of the Principal Amount outstanding at the time of such prepayment.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTION"but not in part) in cash (“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the "REDEMPTION AMOUNT"Security Agreement) (the “Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have Company may prepay the option outstanding principal amount of prepaying this Note in its entirety in cash ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to (x) in the event that the Redemption Payment Date (as defined below) occurs on or prior to the one hundred thirty twentieth (120) day after the date hereof, one hundred five percent (130105%) and (y) in the event that the Redemption Payment Date occurs after the one hundred twentieth (120) day after the date hereof, one hundred twenty five percent (125%), in each case, of the entire Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 Article III during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Borrowers will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD")) . A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty five percent (130125%) of the then outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the tx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement Note (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.. Second A&R Minimum Borrowing Note 2

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (other than the "REDEMPTION AMOUNT"Revolving Note and the Term Note) (the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Agreement Ancillary Agreement, except the Revolving Note (as such terms are defined in the Security Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to prixx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Company will have the option of prepaying redeeming this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in full in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full (but not in part) in cash, ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately immedixxxxx prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the "REDEMPTION AMOUNT"Security Agreement) outstanding (the “Redemption Amount”) on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the "REDEMPTION AMOUNT"Security Agreement) outstanding (the “Redemption Amount”) on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty and one percent (130101%) of the outstanding principal amount outstanding at such time of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement Note (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (as defined below) pursuant to Section 3.1, 3.1 or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during th Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement Document (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODPayment Date"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.. 4 ------------------------------------------------------------------------------------------------------

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount Principal Amount of this Note at the time of prepayment, then outstanding together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert conversion pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the xx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Acceris Communications Confidential Materials October 14, 2004 Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.. HOLDER'S CONVERSION RIGHTS

Optional Redemption in Cash. The Borrower will have the option of prepaying Maker may prepay this Convertible Demand Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder Payee a sum of money equal to one hundred thirty percent (130%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Payee arising under this Note, the Purchase Agreement or any Related Agreement Convertible Demand Note (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Maker shall deliver to the Payee a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven no sooner than ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Convertible Demand Note for which the Holder Payee has previously delivered a pending election Notice of Conversion (as hereinafter defined) or for conversions elected to convert be made by the Maker pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 5 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Payee's and Maker's, as applicable, conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the HolderPayee. In the event the Borrower Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty ten percent (130110%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 Article III during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to (i) in the event such prepayment occurs prior to the one year anniversary of the Closing Date, one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at then outstanding, (ii) in the time event such prepayment occurs on or after the one year anniversary of prepaymentthe Closing Date and prior to the two year anniversary of the Closing Date, one hundred fifteen percent (115%) of the principal amount of this Note then outstanding and (iii) in the event such prepayment occurs after the two year anniversary of the Closing Date, one hundred ten percent (110%) of the principal amount of this Note then outstanding, in each case, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert conversion pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the tx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement Note (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at outstanding on the time date of prepayment, such Optional Redemption together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifiying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of the Loans outstanding under this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (defined below) specified in the written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder). The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODPeriod"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 any portion of this Note for which a Notice of Conversion is delivered during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Companies may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty two percent (130102%), if there exists an effective current Registration Statement (as defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued in connection with such payment, otherwise one hundred four percent (104%), of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to prixx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Borrowers will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty and five percent (130105%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty five percent (130125%) of the outstanding principal amount of this Note at the time of prepaymentNote, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the then outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to prixx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Subject to satisfaction of the Prepayment Conditions (as hereafter defined) and Section 2.2 hereof, the Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty and one percent (130101%) of the outstanding principal amount outstanding at such time of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement Document (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.. For purposes hereof, the term "PREPAYMENT CONDITIONS" means satisfaction of each of the following: (a) the average closing bid price of the Common Stock on the Principal Market (as hereafter defined) during the twenty (20) consecutive trading days immediately prior to the Redemption Payment Date shall exceed an amount equal to three (3) times the Fixed Conversion Price (as hereafter defined), (b) the market price of the Common Stock on the Principal Market (as hereafter defined) on the Redemption Payment Date shall be supported by a price-to-earnings ratio with respect to the Common Stock and the Borrower, respectively, of not greater than twenty (20) times fully diluted earnings per share of the Common Stock, excluding extraordinary gains, (c) the average daily trading volume of the Common Stock for a period of twenty (20) consecutive trading days immediately prior to the Redemption Payment Date shall not be less than 100,000 shares, (d) the conditions set forth in 2.3(i) and 2.3(ii) hereof shall have been satisfied, and (e) the Holder shall have determined that no shareholder derivative lawsuits are then outstanding against the Borrower. For purposes hereof, the "FIXED CONVERSION PRICE" means $0.40, subject to adjustment in accordance with the terms of this Note. The Fixed Conversion Price shall also be adjusted downward immediately following the occurrence of a Specified Event (as defined below) to an amount equal to the lesser of (1) $0.40 or (2) the volume weighted average closing prices for the Common Stock on the Principal Exchange, or on any securities exchange or other

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the tx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to to: (a) one hundred thirty fifteen percent (130115%) (if the redemption occurs before the first anniversary hereof), or (b) one hundred five percent (105%)(if the redemption occurs after the first anniversary hereof, but before the second anniversary hereof) or (c) one hundred three percent (103%)(if the redemption occurs after the second anniversary hereof) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert conversion pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the date xxx xate of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period")) . A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the date xxx xxte of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty five percent (130125%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to (a) one hundred thirty twenty percent (130120%) of the outstanding principal amount balance of this Note at the time of prepayment, together with plus (b) accrued but unpaid interest thereon and plus (c) any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (or if such day is not a Business Day, the "REDEMPTION PERIOD"next succeeding Business Day) (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepaymentNote, together with all accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to prxxx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Security Agreement or any Related other Ancillary Agreement (other than the "REDEMPTION AMOUNT"Revolving Note and any Minimum Borrowing Note) (the “Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the date xxx xxte of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been xxxx completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying all or a portion of amounts outstanding under this Note in full ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to the following: (a) if such prepayment is made prior to December , 2005, one hundred thirty five percent (130105%) of the outstanding principal amount of this Note at the time to be prepaid, and if such prepayment made after December , 2005, one hundred three percent (103%) of prepaymentsuch principal amount of this Note to be prepaid, together with (b) accrued but unpaid interest thereon and (c) any payment required under Section 1.2(Y) and 1.2(Z) (d) any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement Document (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption and the principal amount of this Note to be prepaid (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of “Redemption (the "REDEMPTION PERIOD"Payment Date”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall be not earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty two percent (130102%), if there exists an effective current Registration Statement (as defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued in connection with such payment, otherwise one hundred four percent (104%), of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to pxxxx xo the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty and twenty percent (130120%) of the then outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Agreement Ancillary Agreement, except the Revolving Note (as such terms are defined in the Security Agreement) (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty five percent (130125%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to the xx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Parent shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty two percent (130102%), if there exists an effective current Registration Statement (as defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued in connection with such payment, otherwise one hundred four percent (104%), of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHolder's conversion elections had been completed immediately prior to prxxx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon through the Redemption Payment Date as defined below, an amount as set forth on Exhibit A, attached hereto and made a part hereof, (the "PREPAYMENT Penalty"), and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") ), which date shall be seven five (75) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). At any time during the Redemption Period, the Holder may elect to convert the Redemption Amount, or any portion thereof, by delivering a Notice of Conversion to the Company in accordance with the provisions of Article III. A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 Article III during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxxthe Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Companies will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty twenty four percent (130124%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related other Ancillary Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Borrower Borrowers will have the option of prepaying this Note ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty and five percent (130105%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement other Term Note, the Security Agreement, or any Related Ancillary Agreement (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATERedemption Payment Date") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODRedemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert Notice of Conversion (defined below) pursuant to Section 3.1, or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Borrower fails Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower Commencing on the first anniversary of this Note, and at all times thereafter, the Company will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130100%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement Note (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the “Redemption Period”). The Redemption Amount shall be determined as if such Xxxxxx's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such XxxxxxHxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty fifteen percent (130115%) of the then outstanding principal amount balance of this Note at the time of prepaymentNote, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Agreement, or any Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION"“Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"“Redemption Payment Date”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty (1) three percent (1303%) of the outstanding Redemption Amount (defined herein) if such payment occurs prior to the first anniversary of the Note, and (2) two (2%) of the Redemption Amount if such payment occurs on or after the first anniversary and prior to the second anniversary of the Note and one percent (1%) if such termination occurs thereafter of the principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note or the Purchase Agreement or any Related Agreement Document (as defined in the Purchase Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODPayment Date"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying Company may prepay this Note ("OPTIONAL REDEMPTION"“Optional Redemption”) by paying to the Holder a sum of money equal to (i) in the case of any such prepayment occurring on or prior to the date that is the first anniversary of the Closing Date, one hundred thirty twenty five percent (130125%), (ii) in the case of any such prepayment occurring on or prior to the date that is the second anniversary of the Closing Date, one hundred fifteen percent (115%), and (iii) in the case of any such prepayment occurring thereafter, one hundred ten percent (110%), in each case, of the Principal Amount outstanding principal amount of this Note at the such time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the "REDEMPTION AMOUNT"“Redemption Amount”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The “Notice of Redemption shall specify Redemption”) specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") “Redemption Payment Date”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"“Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a pending election to convert pursuant to Section 3.1, Notice of Conversion (as hereinafter defined) or for conversions initiated or elected to be made by the Holder pursuant to Section 3.1 3.3 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's the Holder’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full ("OPTIONAL REDEMPTIONOptional Redemption") by paying to the Holder a sum of money equal to one hundred thirty twenty percent (130120%) of the outstanding principal amount of this Note at the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) (the "REDEMPTION AMOUNTRedemption Amount") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTIONNotice of Redemption") is given to the Holder. The , which Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIODPayment Date"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by 3.1 and the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Xxxxxx's conversion elections election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.