Common use of Optional Redemption Clause in Contracts

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have If no redemption right is set forth on the option of redeeming any outstanding Notes ("Optional Redemption") by paying face hereof, this Note may not be redeemed prior to the Subscriber Stated Maturity Date, except as set forth in the Indenture. If a sum Redemption Right is set forth on the face of money as follows: from this Note, the Closing Trust shall elect to redeem this Note on the Interest Payment Date through 30 days after the Closing Initial Redemption Date - 120% from 31 days through 90 days after set forth on the Closing face hereof on which the Funding Agreement is to be redeemed in whole or in part by Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date - 135% from 91 days through 180 days after in whole or in part, as applicable, in increments of $1,000 at the Closing Date - 150% after 180 days following applicable Redemption Price (as defined below), together with unpaid interest accrued thereon to the Closing Date - 200% applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums dueFunding Agreement to be redeemed by Protective Life, accrued or payable to by (B) the Subscriber arising under this Subscription outstanding principal amount of the Funding Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Initial Redemption Percentage, if any, applicable to give the Company Notice of Conversion in connection with some or all this Note shall decline at each anniversary of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Initial Redemption must be accompanied Date by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds an amount equal to the applicable Annual Redemption AmountPercentage Reduction, if any, until the Redemption Price is equal to 100% of the Principal Amount thereof to be redeemed. The Redemption Amount Notice must be paid in good funds given not more than seventy-five (75) nor less than thirty (30) calendar days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")proposed redemption date. In the event of redemption of this Note in part only, a new Note for the Company fails to pay unredeemed portion hereof shall be issued in the Redemption Amount by name of the Optional Redemption Payment Date, then Holder hereof upon the Redemption Notice will be null and void and surrender hereof. If less than all of the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionNotes are redeemed, the Redemption Amount Indenture Trustee will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued select by lot or in connection with the Offeringits discretion, in proportion to their holdings of Note principal on a Redemption Date. A Notice pro rata basis, the amount of Redemption may be given by the Company, provided (i) no Event interest of Default, as described each direct participant in the Note shall have occurred or Trust to be continuing; and (ii) redeemed. Unless otherwise specified herein, the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds Trust may not be used redeem the Notes after the date that is thirty (30) days prior to effect an Optional Redemptionthe Stated Maturity Date.

Optional Redemption. The Company will have If no redemption right is set forth on the option of redeeming any outstanding Notes ("Optional Redemption") by paying face hereof, this Note may not be redeemed prior to the Subscriber Stated Maturity Date, except as set forth in the Indenture. If a sum Redemption Right is set forth on the face of money as follows: from this Note, the Closing Trust shall elect to redeem this Note on the Interest Payment Date through 30 days after the Closing Initial Redemption Date - 120% from 31 days through 90 days after set forth on the Closing face hereof on which the Funding Agreement is to be redeemed in whole or in part by Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Redemption Date - 135% from 91 days through 180 days after in whole or in part, as applicable, in increments of $1,000 at the Closing Date - 150% after 180 days following applicable Redemption Price (as defined below), together with unpaid interest accrued thereon to the Closing Date - 200% applicable Redemption Date. “Redemption Price” shall mean an amount equal to the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note to be redeemed. The unpaid Principal Amount of this Note to be redeemed shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums dueFunding Agreement to be redeemed by Protective Life, accrued or payable to by (B) the Subscriber arising under this Subscription outstanding principal amount of the Funding Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Initial Redemption Percentage, if any, applicable to give the Company Notice of Conversion in connection with some or all this Note shall decline at each anniversary of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Initial Redemption must be accompanied Date by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds an amount equal to the applicable Annual Redemption AmountPercentage Reduction, if any, until the Redemption Price is equal to 100% of the Principal Amount thereof to be redeemed. The Redemption Amount Notice must be paid in good funds given not more than seventy-five (75) nor less than thirty (30) calendar days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")proposed redemption date. In the event of redemption of this Note in part only, a new Note for the Company fails to pay unredeemed portion hereof shall be issued in the Redemption Amount by name of the Optional Redemption Payment Date, then Holder hereof upon the Redemption Notice will be null and void and surrender hereof. If less than all of the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionNotes are redeemed, the Redemption Amount Depositary will be deemed a Mandatory Redemption Payment and select by lot the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event amount of Default under the Note. Any Notice interest of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described each direct participant in the Note shall have occurred or Trust to be continuing; and (ii) redeemed. Unless otherwise specified herein, the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds Trust may not be used redeem the Notes after the date that is thirty (30) days prior to effect an Optional Redemptionthe Stated Maturity Date.

Optional Redemption. The Company (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will have cause the option of redeeming any outstanding Notes Issuer to notify the Indenture Trustee, each Derivative Counterparty ("Optional Redemption") by paying as applicable, with respect to the Subscriber a sum related Series of money as follows: from Notes) and the Closing Date through 30 Noteholders of such redemption at least ten (10) days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Default under this Indenture and the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company will have Unless otherwise provided in the applicable Terms Supplement, the Administrator may at its option redeem the outstanding Classes of redeeming REMIC Certificates of each Series (or, in the case of a Double-Tier Series, the outstanding Lower-Tier Classes of any Lower-Tier REMIC Pool) in whole, but not in part, upon not less than 30 or more than 60 days’ notice, on any Payment Date when the aggregate outstanding Notes ("Optional Redemption") by paying principal amount of such Classes, after giving effect to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200principal payments to be made on such Payment Date, would be less than 1% of the aggregate original principal amount of such Classes. Any optional redemption shall be at a redemption price equal to 100% of the unpaid principal amount of the Note together with Classes redeemed, plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable for the Accrual Period relating to the Subscriber arising under this Subscription Agreementapplicable Payment Date. In order to effect an optional redemption, Note or any other document delivered herewith ("Redemption Amount") outstanding the Administrator, on behalf of the day notice Trustee, shall adopt a plan of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by complete liquidation meeting the Subscriber at any time before receipt requirements of a Notice “qualified liquidation” under Section 860F(a)(4) of Redemptionthe Code. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption Pursuant to give the Company Notice of Conversion in connection with some or plan, the Administrator shall liquidate all of the Note Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by the Administrator, and apply the net proceeds of such liquidation (together with funds contributed by the Administrator if the net proceeds are insufficient) to pay the redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the redemption price of the Lower-Tier Classes that constitute Mortgage Securities for the Upper-Tier REMIC Pool shall be applied as principal and interest which was on the subject outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Following any redemption, any remaining proceeds from the liquidation of the Notice Assets in the REMIC Pool (or, in the case of Redemption. A Notice a Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net of Redemption must liquidation expenses, shall be accompanied by a certificate signed by distributed pro rata to the chief executive officer or chief financial officer Holders of the Company stating that the Company has on deposit and segregated ready funds equal related Residual Class upon surrender of their Certificates to the Redemption AmountAdministrator. Upon any redemption, any outstanding MACR Classes shall be retired from the proceeds of redemption of their related Regular Classes of REMIC Certificates. All decisions as to the making of an optional redemption, including the timing of any optional redemption, shall be at the Administrator’s sole discretion. The Redemption Amount must Administrator shall be paid under no obligation to any Holder to make or not make an optional redemption, even if it would be in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionsuch Holder’s interest.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("“Optional Redemption") ”), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription Agreement, the Note or any other document delivered herewith Transaction Document ("the “Redemption Amount"”) outstanding on the day written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber ("Redemption Date")the Holder. A The Notice of Redemption may shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must shall not be accompanied by effective with respect to any portion of this Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in . This Option Redemption shall be available to the Note shall have occurred or be continuing; and (ii) Borrower for 180 days from the Company Shares issuable upon conversion date of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as note and shall be of the Redemption Date. Note proceeds may not be used to no effect an Optional Redemptionthereafter.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes may prepay this Note ("“Optional Redemption"”) by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred percent (100%) of the principal amount of the Note Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith 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 a Subscriber specifying the date for such Optional Redemption ("the “Redemption Payment Date"”). A Notice of Redemption may not , which date shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five ten (510) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to On the Redemption Amount. The Payment Date, the Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the such Redemption Notice will be null and void void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company will thereafter have no further right pursuant to effect this Section 1.4 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given make such payments to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable pro rata basis based upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionAmount of each Outstanding Note.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes may prepay this Note ("“Optional Redemption"”) by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred percent (100%) of the principal amount of the Note Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith 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 a Subscriber specifying the date for such Optional Redemption ("the “Redemption Payment Date"”). A Notice of Redemption may not , which date shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five ten (510) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to On the Redemption Amount. The Payment Date, the Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the such Redemption Notice will be null and void void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company will thereafter have no further right pursuant to effect this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given make such payments to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable pro rata basis based upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionAmount of each Outstanding Note.

Optional Redemption. The At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will have pay the option full amount of redeeming any outstanding Notes ("Optional Redemption") by paying accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Subscriber a sum Holder of money as follows: from record at the Closing Date through 30 days close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Closing Date - 120% from 31 days through 90 days after Par Call Date, the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Redemption Price will be equal to 100% of the principal amount of the Note together with Notes being redeemed plus accrued but and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any and all other sums dueoptional redemption of any Notes will be given to Holders at their addresses, accrued or payable as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the Subscriber arising under this Subscription Agreementdate fixed for redemption. The notice of redemption will specify, Note among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or any other document delivered herewith ("Redemption Amount") outstanding on less than all of the day Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption ("Notice or such shorter period as is satisfactory to the Trustee) of Redemption) is given the aggregate principal amount of Notes to a Subscriber ("be redeemed and their Redemption Date"). A Notice of Redemption may not be given in In connection with any portion of Note for which redemption prior to the Par Call Date, the Company shall give the Trustee notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days related Redemption Price promptly after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal calculation thereof and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that if the Company has on deposit and segregated ready funds equal requested that the Trustee give to the Redemption Amount. The Redemption Amount must be paid in good funds to Holders the Subscriber no later than notice of redemption required by Section 1104 of the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event Base Indenture, such notice from the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must shall be given to all holders the Trustee at such time as shall permit the Trustee to include notice of Notes issued the Redemption Price in connection with such notice of redemption. The Trustee shall have no responsibility for calculating the OfferingRedemption Price. The Trustee shall select, in proportion such manner as it shall deem fair and appropriate, no less than 60 days prior to their holdings the date of Note principal on a Redemption Dateredemption, the Notes to be redeemed in part. A Notice of Redemption may Neither the Company nor the Trustee shall be given by the Company, provided required to: (i) no Event issue, register the transfer of Default, as described in or exchange Notes during a period beginning at the Note shall have occurred opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or be continuing; and (ii) register the Company Shares issuable upon conversion transfer of or exchange any Note, or portion thereof, called for redemption, except the full outstanding unredeemed portion of any Note principal are included for unrestricted resale being redeemed in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes Note ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not must be given given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with any a portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt employing the Conversion Price described in SECTION 2.1(b)(ii) of a Notice of Redemptionthe Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionRedemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh fifth (7th5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note Note, shall have occurred or be continuingoccurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have In the option of redeeming event the Issuer elects to redeem any outstanding Notes ("Optional Redemption") by paying in whole or in part, the Issuer shall give written notice to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Agent of the principal amount of such Notes to be so redeemed in accordance with the Note together with accrued but unpaid terms set forth in the Notes. In any such written notice, (a) if certificated notes are to be redeemed, the Issuer shall identify such notes by specifying the interest thereon rate or formula pursuant to which interest is calculated on such notes, the Interest Payment Dates, the stated maturity date and any and all other sums dueredemption terms or (b) if book-entry notes are to be redeemed, accrued or payable the Issuer shall identify such notes by specifying the CUSIP number assigned to the Subscriber arising under this Subscription Agreement, Global Note or notes representing such notes. The Agent shall cause any other document delivered herewith ("Redemption Amount") outstanding on the day such notice of redemption ("Notice to be forwarded to the Holders of Redemption) is given the Notes to a Subscriber ("Redemption Date")be redeemed in accordance with the terms set forth in the Notes in the name and at the expense of the Issuer. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or Whenever less than all of the Note Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the Agent as custodian for the Depositary or its nominee, the Agent shall reduce the principal and interest which was amount of one or more Global Notes, by the subject amount of such redemption, by means of an appropriate adjustment on the records of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Agent, subject to the chief executive officer or chief financial officer rules and procedures of the Company stating that Depositary, or (b) in the Company has on deposit case of all other Notes, the Agent shall select the Notes to be so redeemed ratably among Holders. Any Note which is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be surrendered to the Paying Agent Office, and segregated ready funds the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer, the Agent shall authenticate and deliver to the Holder of such Note, without service charge, a new Note of like tenor and terms, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion unredeemed portion of the full outstanding principal of such Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionso surrendered.

Optional Redemption. The Company will have Owners at their option may, on any Payment Date, redeem the option Term Notes in whole or in part upon payment of redeeming any outstanding Notes ("Optional Redemption") by paying a redemption price equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption, provided that if (i) such redemption occurs prior to February 1, 2018 and (ii) a Vessel is then subject to the related Charter or to an Acceptable Replacement Charter pursuant to which the charterer thereunder is required to pay charter hire equal to or greater than the Charter Hire payable by the Charterer during the Fixed Period, then the Make-Whole Premium shall be payable with respect to Mortgage Notes in an amount equal to Allocated Principal Amount of the Note Mortgage Notes for such Vessel. In addition, in the event a Charter is terminated and an Acceptable Replacement Charter is commercially unavailable, the Owners, at their option, may redeem the Mortgage Notes in part in an amount equal to the Allocated Principal Amount of the Mortgage Notes for the related Vessel upon payment of a redemption price equal to 100% of the principal amount thereof, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable (including default interest) to the Subscriber arising under this Subscription Agreementdate fixed for redemption, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given provided that, in connection with any portion such optional redemption of Note for which notice Mortgage Notes pursuant to this Section 12.1(b), and notwithstanding any of conversion has been given by the Subscriber at provisions of this Indenture and without further consent from Noteholders, the Indenture Trustee shall promptly release the Vessel, relating to the Allocated Principal Amount of the Mortgage Notes so optionally redeemed, to its Owner and such Owner and the Indenture Trustee shall be entitled to amend or terminate any time before receipt and all applicable Security Documents in connection with, and to reflect, the release of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give such Vessel, and provided further, that the Company Notice of Conversion Indenture Trustee, in connection with some any such release, amendment or all of the Note principal termination, has received a Company Order requesting such release, amendment and interest termination, which was the subject of the Notice of Redemption. A Notice of Redemption must Company Order shall be accompanied by a certificate signed by the chief executive officer or chief financial officer form(s) of the Company stating that the Company has on deposit such release, amendment and segregated ready funds equal termination agreement(s) and an Officers' Certificate and an Opinion of Counsel to the Redemption Amount. The Redemption Amount must be paid effect that all conditions precedent provided for in good funds this Indenture to the Subscriber no later than the seventh (7th) business day after the Redemption Date (such release, amendment and termination have been complied with."Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have may redeem the option of redeeming Securities at any outstanding Notes ("Optional Redemption") by paying time in whole or in part, at its option, prior to the Subscriber Par Call Date, at a sum of money redemption price as followscalculated by the Company equal to the greater of: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200• 100% of the principal amount of the Note together with accrued but unpaid Securities to be redeemed; or • the sum of the present values of the remaining scheduled payments of principal and interest thereon and any and all other sums duethat would be due if the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in each case, accrued or payable to the Subscriber arising under this Subscription Agreementand unpaid interest, Note or any other document delivered herewith ("Redemption Amount") outstanding if any, on the day amount being redeemed to, but excluding the date of redemption. If the Company elects to redeem any Securities on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Notice of redemption will be sent at least 10 but not more than 60 days before the redemption date to each holder of record of the Securities to be redeemed at its registered address. The notice of redemption ("Notice for the Securities will state, among other things, the series and amount of Redemption) is given Securities to a Subscriber ("Redemption Date")be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Unless the Company Notice defaults in the payment of Conversion in connection with some or the redemption price, interest will cease to accrue on any Securities that have been called for redemption at the redemption date. If fewer than all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must Securities are to be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal redeemed at any time, not more than 45 days prior to the Redemption Amountredemption date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called shall be selected in accordance with the procedures of DTC. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter Trustee shall have no further right obligation to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred calculate any redemption price or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpremium.

Optional Redemption. The Company will have Issuer may redeem the Notes at any time at the option of redeeming any outstanding Notes ("Optional Redemption") by paying the Issuer, in whole or from time to time in part, at a redemption price equal to the Subscriber a sum Redemption Price. If notice of money redemption has been given as follows: provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Closing Redemption Date through will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 30 days after prior to the Closing Date - 120% from 31 days through 90 days after date fixed for redemption. The notice of redemption will specify, among other items, the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of Redemption Price and the principal amount of the Note together with accrued but unpaid interest thereon and any and Notes held by such Holder to be redeemed. If all other sums dueor less than all of the Notes are to be redeemed at the option of the Issuer, accrued or payable the Issuer will notify the Trustee at least 45 days prior to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day giving notice of redemption ("Notice or such shorter period as is satisfactory to the Trustee) of Redemption) is the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Original Indenture, such notice from the Issuer shall be given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which the Trustee at such time as shall permit the Trustee to include notice of conversion has been given by the Subscriber at any time before receipt Make-Whole Amount in such notice of a Notice of Redemptionredemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Trustee shall have no responsibility for calculating the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Make-Whole Amount. The Redemption Amount must be paid Trustee shall select, in good funds such manner as it shall deem fair and appropriate, no less than 60 days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electiondate of redemption, the Redemption Amount will Notes to be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued redeemed in connection with the Offering, whole or in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on a trading market and such shares of Common Stock are approved for listing on such trading market upon issuance, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred ten percent (110%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"). A Notice of Redemption may , which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt the date of the Notice of Redemption (the "Redemption Period"). The Borrower may provide a Notice of Redemption prior to give the Company Notice of Conversion Effective Date only in connection with some or all up to 20% the principal amount of the this Note principal and then outstanding together with interest which was the subject of the Notice of Redemptionaccrued thereon. A Notice of Redemption must shall not be accompanied by effective with respect to any portion of the Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The During a Redemption Period occurring after the Actual Effective Date, the Holder may deliver Notices of Conversion for up to 20% of the initial principal amount of the Note and accrued interest. On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Subject to the provisions of this Section 5, the Company will have may, at any time, deliver a notice to the option of redeeming any outstanding Notes Holders (an "Optional RedemptionOPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the "OPTIONAL REDEMPTION NOTICE DATE") by paying of its irrevocable election to redeem all, but not less than all, of the then outstanding Debentures, for an amount, in cash, equal to the Subscriber a sum of money as follows: from Optional Redemption Amount on the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days 30th Trading Day following the Closing Optional Redemption Notice Date - 200% of (such date, the principal amount of "OPTIONAL REDEMPTION DATE" and such redemption, the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption DateOPTIONAL REDEMPTION"). A Notice of The Optional Redemption may not be given Amount is due in connection with any portion of Note for which notice of conversion has been given by full on the Subscriber at any time before receipt of a Notice of RedemptionOptional Redemption Date. The Subscriber Company may elect within five only effect an Optional Redemption if from the Optional Redemption Notice Date through to the Optional Redemption Date, each of the following shall be true: (5i) business days after receipt of a Notice of Redemption to give the Company Notice shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Conversion in connection with some or Notices prior to the Optional Redemption Date, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the Note principal Underlying Shares issued to the Holders and interest which was the subject all of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Underlying Shares as are issuable to the chief executive officer or chief financial officer Holders upon conversion in full of the Company stating that Debentures subject to the Optional Redemption (and the Company has believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on deposit the Principal Market (and segregated ready funds equal to the Redemption Amount. The Redemption Amount must Company believes, in good faith, that trading of the Common Stock on the Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in good funds cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Subscriber no later than Holder upon conversion in full of the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails Debentures subject to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided ; (ivi) no Event of Default, as described Default has occurred and is continuing; (vii) an issuance of all of the Underlying Share upon conversion hereunder would be permitted in full without violating the Note shall have occurred limitations set forth in Section 4(a)(ii)(A) or be continuing(B); and (iiviii) the Company Shares issuable upon conversion no public announcement of a pending or proposed Fundamental Transaction or acquisition transaction has occurred that has not been consummated. If any of the full outstanding Note principal foregoing conditions shall cease to be satisfied at any time during the required period, then the Holder may elect to nullify the Optional Redemption Notice in which case the Option Redemption Notice shall be null and void, ab initio. The Holders may convert, pursuant to Section 4(a)(i) hereof, any shares of Debentures subject to an Optional Redemption at any time prior to the date that the Optional Redemption Amount and all amounts owing thereon are included for unrestricted resale due and paid in a registration statement effective as full. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Optional Redemption Date. Note proceeds may not be used to effect an Optional RedemptionNotice through the date all amounts owing thereon are due and paid in full.

Optional Redemption. The Provided an Event of Default (as defined in this Agreement and the Note) has not occurred, whether or not such Event of Default has been cured, the Company will have the option of redeeming any prepaying the outstanding Notes principal amount of the Note ("Optional Redemption") ), in whole or in part, together with the interest accrued thereon, by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - equal to one hundred twenty percent (120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Subscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than ten (10) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of the Note for which notice of conversion the Subscriber has been a pending election to convert, or for Conversion notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Subscriber. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the void, (ii) Company will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Company’s failure may be deemed by Subscriber to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("“Optional Redemption") ”), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of equal to the principal amount of to be redeemed, (the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("“Redemption Amount"”) outstanding on the day written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber ("Redemption Date")the Holder. A The Notice of Redemption may shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must shall not be accompanied by effective with respect to any portion of this Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemptionvoid, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) Borrower’s failure may be deemed by Holder to be a curable Event of Default. Should the Company Shares issuable upon pay the redemption amount and the redemption amount plus the other amounts realized by the Holder, by sale of conversion shares or otherwise, be equal to or exceed $25,000, then the remainder of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not note shall be used to effect an Optional Redemptionextinguished.

Optional Redemption. The Company will have (a) Unless otherwise provided in the option applicable Indenture Supplement for a Series or Class of redeeming Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on any outstanding Notes Payment Date ("Optional Redemption"a “Redemption Payment Date”) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days on or after the Closing Payment Date - 120% from 31 days through 90 days on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% percentage of the principal amount Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Note together with accrued but unpaid interest thereon and any and all other sums dueAdministrator, accrued elects to redeem a Series or payable Class of Notes pursuant to this Section 13.1(a), it will cause the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith Issuer to notify the Noteholders of such redemption at least ten ("Redemption Amount"10) outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Default under this Indenture and the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on (i) any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will have cause the option of redeeming any outstanding Notes Issuer to notify the Indenture Trustee, each Derivative Counterparty ("Optional Redemption") by paying as applicable, with respect to the Subscriber a sum related Series of money as follows: from Notes) and the Closing Date through 30 Noteholders of such redemption at least ten (10) days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of Default under the Note. Any Notice of Redemption must be given to such Series or Class, plus all holders of Notes issued accrued and unpaid interest and other amounts due in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion respect of the Notes, is paid in full outstanding Note principal are included for unrestricted resale in a registration statement effective as or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company will have may redeem the option of redeeming Securities at any outstanding Notes ("Optional Redemption") by paying time in whole or in part, at its option, prior to the Subscriber Par Call Date, at a sum of money redemption price as followscalculated by the Company equal to the greater of: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200• 100% of the principal amount of the Note together with accrued but unpaid Securities to be redeemed; and • the sum of the present values of the remaining scheduled payments of principal and interest thereon and any and all other sums duethat would be due if the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in each case, accrued or payable to the Subscriber arising under this Subscription Agreementand unpaid interest, Note or any other document delivered herewith ("Redemption Amount") outstanding if any, on the day amount being redeemed to, but excluding the date of redemption. If the Company elects to redeem any Securities on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Notice of redemption will be sent at least 10 but not more than 60 days before the redemption date to each holder of record of the Securities to be redeemed at its registered address. The notice of redemption ("Notice for the Securities will state, among other things, the series and amount of Redemption) is given Securities to a Subscriber ("Redemption Date")be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Unless the Company Notice defaults in the payment of Conversion in connection with some or the redemption price, interest will cease to accrue on any Securities that have been called for redemption at the redemption date. If fewer than all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must Securities are to be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal redeemed at any time, not more than 45 days prior to the Redemption Amountredemption date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called shall be selected in accordance with the procedures of DTC. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter Trustee shall have no further right obligation to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred calculate any redemption price or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpremium.

Optional Redemption. The Company will have On and after _____________, 2002, the option of redeeming Corporation may, at its option, redeem at any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% time all of the principal amount outstanding Series A Preferred Stock or a part of the Note outstanding Series A Preferred Stock at a price per share (the "Redemption Price"), equal to $25.00 per share of Series A Preferred Stock, together with all accrued but and unpaid interest thereon dividends to and any and all other sums due, accrued or payable to including the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of date fixed for redemption ("Notice of Redemption) is given to a Subscriber (the "Redemption Date"). ; provided, however, that no partial redemption of the Series A Notice Preferred Stock may be effected if after giving effect thereto the aggregate Liquidation Value of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of RedemptionSeries A Preferred Stock outstanding is less than $10,000,000. The Subscriber may elect within five Redemption Price and all accrued and unpaid dividends shall be paid in cash; provided, however, that if (5a) business days after receipt a holder of Series A Preferred Stock desires to convert any of its Series A Preferred Stock called for redemption but such conversion would cause any direct or indirect holder which is classified as a Notice of Redemption to give the Company Notice of Conversion in connection with some or all real estate investment trust ("REIT") under Section 856 of the Note principal and interest which was the subject Code to own , directly or indirectly, more than 9.9% of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer outstanding voting capital stock of the Company stating that Corporation or would otherwise cause any direct or indirect holder of such outstanding voting capital stock to lose its status as a REIT under the Company Code, and (b) such holder has on deposit and segregated ready funds equal so notified the Corporation in writing prior to the Redemption Amount. The Date, stating the number of shares of Series A Preferred Stock which have been called for redemption which such holder is unable to convert for such reason (such shares being referred to as the "Unconvertible Shares"), then the Corporation shall pay, in cash, the Redemption Amount must be paid in good funds Price plus all accrued and unpaid dividends for each Unconvertible Share and shall issue to such holder a warrant to purchase the Subscriber no later than number of shares of Common Stock equal to (i) the seventh (7th) business day after fair market value of a share of Common Stock on the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay over the Redemption Amount Price, multiplied by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company number of shares of Common Stock into which the Unconvertible Shares issuable upon conversion redeemed from such holder were convertible immediately prior to such redemption, and divided by (iii) the fair market value of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as share of Common Stock on the Redemption Date. Note proceeds may Such warrant shall be exercisable without cost to the holder thereof at any time and from time to time for a period of ten (10) years from the date of issuance of such warrant. The warrant shall be on such terms and conditions as are customarily contained in like warrants, including provisions to protect the holder of the warrant from dilution. The Corporation shall have the right, at any time, to redeem such warrant at a price equal to the fair market value of such warrant on the date of any such redemption. The fair market value of a share of Common Stock on the Redemption Date shall be deemed to be the average of the daily closing prices of the Common Stock for thirty (30) consecutive trading days commencing forty-five (45) trading days before the Redemption Date. The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not be used listed or admitted to effect an Optional Redemptiontrading on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Stock or, in case no reported sale takes place, the average of the closing bid and asked prices, on Nasdaq or any comparable system, or if the Common Stock is not quoted on Nasdaq or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Corporation for that purpose.

Optional Redemption. The Company (a) Provided that no Event of Default under the Subscription Agreement or this Note exists, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith Transaction 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 a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described . The funds for such redemption may not come from a third party financing or other financing provided by the holder and may not result in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion subsequent assignment of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionthis debt.

Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company will have prior to January 26, 2023. On or after January 26, 2023, the option of redeeming any outstanding Notes Company may redeem ("an “Optional Redemption"”) by paying to for cash all or any portion of the Subscriber a sum Notes, at the Redemption Price, if the Last Reported Sale Price of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - Common Shares exceeds 150% after 180 days following the Closing Date - 200% of the principal amount Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Note together Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with accrued but unpaid interest thereon and any and Section 16.02; provided that the Company may not exercise its Optional Redemption right unless (x) all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document Common Shares delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with Holder that elects to convert all or any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of its Notes issued in connection with the Offering, related Redemption Notice are freely tradeable under Rule 144 by such Holder (other than the Company’s Affiliates or a Holder that has been the Company’s Affiliate at any time during the three months preceding) without restriction pursuant to Rule 144 or (y)(I) a shelf registration statement registering the resale of all Common Shares delivered to a Holder that elects to convert all or any portion of its Notes in proportion connection with the related Redemption Notice is effective under the Securities Act and available for use by such Holder and (II) the Company expects such shelf registration statement to their holdings remain effective and so available for use from the date of Note principal on the delivery of such Common Shares through the date that is thirty (30) calendar days following such delivery. The Company may not exercise its Optional Redemption right at any time when any “Holder” as defined in and pursuant to the Exchange Agreement is in possession of material non-public information about the Company or its securities that has been provided to such Holder by the Company or its representatives pursuant to a Redemption Date. A Notice of Redemption may be given non-disclosure or similar agreement with the Company or otherwise (as reasonably determined by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption).

Optional Redemption. The Company will have In the option of redeeming event the Issuer elects to redeem any outstanding Notes ("Optional Redemption") by paying in whole or in part, the Issuer shall give written notice to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Issuing and Paying Agent of the principal amount of such Notes to be so redeemed in accordance with the Note together with accrued but unpaid terms set forth in the Notes. In any such written notice, (a) if Certificated Notes are to be redeemed, the Issuer shall identify such Notes by specifying the interest thereon rate or formula pursuant to which interest is calculated on such Notes, the Interest Payment Dates, the stated maturity date and any and all other sums dueredemption terms or (b) if Book-Entry Notes are to be redeemed, accrued or payable the Issuer shall identify such Notes by specifying the CUSIP number assigned to the Subscriber arising under this Subscription Agreement, Global Note or Notes representing such Notes. The Issuing and Paying Agent shall cause any other document delivered herewith ("Redemption Amount") outstanding on the day such notice of redemption ("Notice to be forwarded to the Registered Holders of Redemption) is given the Notes to a Subscriber ("Redemption Date")be redeemed in accordance with the terms set forth in the Notes in the name and at the expense of the Issuer. A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or Whenever less than all of the Note Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, the Issuing and Paying Agent shall reduce the principal and interest which was amount of one or more Global Notes, by the subject amount of such redemption, by means of an appropriate adjustment on the records of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Issuing and Paying Agent, subject to the chief executive officer or chief financial officer rules and procedures of the Company stating that Depositary, or (b) in the Company has on deposit case of all other Notes, the Issuing and segregated ready funds Paying Agent shall select the Notes to be so redeemed ratably among Registered Holders. Any Note which is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be surrendered to the Corporate Trust Office, and the Issuer shall execute, and upon receipt of Issuance Instructions from an Authorized Representative of the Issuer, the Issuing and Paying Agent shall authenticate and deliver to the Registered Holder of such Note, without service charge, a new Note of like tenor and terms, of any Authorized Denomination as requested by such Registered Holder, in an aggregate principal amount equal to and in exchange for the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion unredeemed portion of the full outstanding principal of such Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionso surrendered.

Optional Redemption. The Company Provided that no Event of Default under the Securities Purchase Agreement (“Purchase Agreement”) or this Debenture exists, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Debenture ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred five percent (105%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementDebenture, Note the Purchase Agreement or any other document delivered herewith Transaction 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 a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of Note this Debenture for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described . The funds for such redemption may not come from a third party financing or other financing provided by the Holder and may not result in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion subsequent assignment of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionthis debt.

Optional Redemption. The Company Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - in cash equal to one hundred and twenty percent (120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% %) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription Agreement, Note or any other document delivered herewith through the Redemption Payment Date as defined below ("the “Redemption Amount") outstanding on the day ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) is given to a Subscriber business days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption may not Redemption, if given, must be given in connection with any portion of Note for on the first business day following twenty (20) consecutive trading days (“Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionEquity Conditions have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall 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 Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default, as described . In the event the Equity Conditions cease to be in effect prior to the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company will have Unless otherwise provided in the applicable Terms Supplement, Xxxxxxx Mac may at its option redeem the outstanding Classes of redeeming REMIC Certificates of each Series (or, in the case of a Double-Tier Series, the outstanding Lower-Tier Classes of any Lower-Tier REMIC Pool) in whole, but not in part, upon not less than 30 or more than 60 days' notice, on any Payment Date when the aggregate outstanding Notes ("Optional Redemption") by paying principal amount of such Classes, after giving effect to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200principal payments to be made on such Payment Date, would be less than 1% of the aggregate original principal amount of such Classes. Any optional redemption shall be at a redemption price equal to 100% of the unpaid principal amount of the Note together with Classes redeemed, plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable for the Accrual Period relating to the Subscriber arising under this Subscription Agreementapplicable Payment Date. In order to effect an optional redemption, Note or any other document delivered herewith ("Redemption Amount") outstanding on Xxxxxxx Mac shall adopt a plan of complete liquidation meeting the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt requirements of a Notice ""qualified liquidation'' under Section 860F(a)(4) of Redemptionthe Code. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption Pursuant to give the Company Notice of Conversion in connection with some or plan, Xxxxxxx Mac shall liquidate all of the Note Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by Xxxxxxx Mac, and apply the net proceeds of such liquidation (together with funds contributed by Xxxxxxx Mac if the net proceeds are insuÇcient) to pay the redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the redemption price of the Lower-Tier Classes that constitute Mortgage Securities for the Upper-Tier REMIC Pool shall be applied as principal and interest which was on the subject outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Following any redemption, any remaining proceeds from the liquidation of the Notice Assets in the REMIC Pool (or, in the case of Redemption. A Notice a Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net of Redemption must liquidation expenses, shall be accompanied by a certificate signed by distributed pro rata to the chief executive officer or chief financial officer Holders of the Company stating that the Company has on deposit and segregated ready funds equal related Residual Class upon surrender of their Certificates to the Redemption AmountRegistrar. The Redemption Amount must Upon any redemption, any outstanding MACR Classes shall be paid in good funds retired from the proceeds of redemption of their related Regular Classes of REMIC Certificates. All decisions as to the Subscriber making of an optional redemption, including the timing of any optional redemption, shall be at Xxxxxxx Mac's sole discretion. Xxxxxxx Mac shall be under no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails obligation to pay the Redemption Amount by the Optional Redemption Payment Dateany Holder to make or not make an optional redemption, then the Redemption Notice will even if it would be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscriptionin such Holder's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptioninterest.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("“ Optional Redemption") ”), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription Agreement, the Note or any other document delivered herewith Transaction Document ("the “ Redemption Amount"”) outstanding on the day written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber ("Redemption Date")the Holder. A The Notice of Redemption may shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within less than five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must shall not be accompanied by effective with respect to any portion of this Note for which the Holder has a certificate signed pending election to convert, or for Conversion Notices given by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have Notes may be redeemed in whole or in part at the option of redeeming any outstanding Notes the Issuer on or after January 19, 2018 ("such redemption, an “Optional Redemption"”) by paying at a price (the “Optional Redemption Price”) payable in cash and equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount of the Note together with Notes plus accrued and unpaid interest, including Additional Interest, if any, to, but excluding, the Optional Redemption Date, or, in the case of a Default by the Issuer in the payment of the Optional Redemption Price, the day on which such Default is no longer continuing; provided, however, that if the Notes are redeemed on a date that is after a Regular Record Date and prior to the corresponding Interest Payment Date, the accrued interest payable in respect of such Interest Payment Date shall not be payable to Holders of the Notes to whom the principal amount of the Notes being redeemed pursuant to the Optional Redemption is paid, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the Issuer may not redeem any Notes in an Optional Redemption unless all accrued and unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by or is simultaneously paid (or will be paid at the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5next Interest Payment Date in accordance with the immediately preceding sentence) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some for all semi-annual interest periods or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal portions thereof terminating prior to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The At any time after the Original Issue Date and before the Maturity Date, the Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying may, deliver a written notice to the Subscriber a sum Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% its irrevocable election to redeem all of the then outstanding principal amount of the this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable for cash in an amount equal to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Optional Redemption Amount") outstanding Amount on the 20th calendar day notice of redemption following the Optional Redemption Notice Date ("Notice of Redemption) is given to a Subscriber ("such date, the “Optional Redemption Date"”, such 20 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). A Notice The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of Redemption may not be given the Equity Conditions shall have been met (unless waived in connection with any portion of Note for which notice of conversion has been given writing by the Subscriber Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by during the Optional Redemption Payment DatePeriod, then the Holder may elect to nullify the Optional Redemption Notice will by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non- existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void and the Company will thereafter have no further right to effect an Optional Redemptionvoid, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionab initio.

Optional Redemption. The Company In the event that a Change of Control (as defined hereunder) occurs, the holder of each Bond will have the option of redeeming right (but not the obligation) to require the Issuer to redeem all the Bonds it holds, as herein provided, at the Early Redemption Date and at the Early Redemption Amount. To exercise such right, the relevant Bondholder will deliver, at any outstanding Notes ("Optional Redemption") by paying time during the Early Redemption Period, to the Subscriber financial intermediary where the Bonds are held, a sum duly completed and signed notice of money as follows: from exercise that shall be in conformity in substance, form and content with the Closing Date through 30 days after model in Schedule 1 (an Early Redemption Request Notice). By delivering an Early Redemption Request Notice, the Closing Date - 120% from 31 days through 90 days after Bondholder shall undertake to hold the Closing Date - 135% from 91 days through 180 days after Bonds up to the Closing Date - 150% after 180 days following the Closing Date - 200% date of effective redemption of the Bonds. Payment in respect of any such Bond being the subject of the Early Redemption Request Notice shall be made by transfer to a Euro account maintained with a bank in a city in which banks have access to the TARGET System as specified by the relevant Bondholder to the financial intermediary at which the Bonds are held. The Early Redemption Request Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Bonds being the subject of such Early Redemption Request Notice delivered as aforesaid on the Early Redemption Date. If, as a result of this Condition 5.6.3, holders of the Bonds submit Early Redemption Request Notices in respect of at least 85 % per cent of the aggregate principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums dueBonds outstanding at such time, accrued or payable the Issuer may, having given a notice of not less than 10 (ten) nor more than 20 (twenty) Business Days to the Subscriber arising under this Subscription AgreementBondholders in accordance with Condition 5.13, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or redeem all of the Note principal and interest which was Bonds then outstanding at the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the relevant Early Redemption Amount. The Redemption Amount must This notice shall be paid in good funds to irrevocable and shall specify the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion date fixed for redemption of the full outstanding Note principal are included for unrestricted resale Bonds. Payment in a registration statement effective respect of any such Bond shall be made as specified above. For the purposes of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.this Condition 5.6.3:

Optional Redemption. The (a) Within 179 days of the date hereof, provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in partwha, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred thirty percent (130%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have From and after the option 18 month anniversary of redeeming any outstanding Notes the Issue Date ("Optional Redemption") by paying as hereinafter defined), the Company, at its option, may upon written notice redeem the Notes, in whole but not in part and from all but not less than all the holders of the Notes, to the Subscriber a sum extent it has funds legally available and irrevocably reserved therefor and such redemption is not prohibited by the terms of money as follows: from its outstanding indebtedness, at the redemption price of 100% of the Face Amount thereof, plus an amount equal to the accrued and unpaid interest and Payments thereon, if any, to the redemption date; provided (i) the Closing Price of the Common Stock (as defined below) on each of the thirty (30) consecutive trading days immediately preceding the Redemption Record Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - (defined below) equals or exceeds 200% of the principal amount of the Note together with accrued but unpaid interest thereon initial Conversion Price (as hereinafter defined) and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion there has been given by the Subscriber at any time before receipt Effective Registration on each of a Notice of Redemption. The Subscriber may elect within five such thirty (530) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Dateconsecutive trading days, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion is permitted (without the necessity of any further approvals or action) by law and under the rules of any securities exchange on which the Common Stock is traded to convert all the Notes (assuming full exercise of all Warrants) into shares of Common Stock and the Company intends and has the financial resources and ability to repurchase all of the full outstanding Note principal are included for unrestricted resale Notes, and certifies to those facts in a registration statement effective as its written notice of redemption. As used herein, the "CLOSING PRICE" of any security on any day means the last reported sale price regular way on such day or, in the case no such sale takes place on such day, the average of the Redemption Datereported closing bid and asked prices regular way of the Common Stock, in each case as quoted on NASDAQ. Note Nothing in this Section 3 shall prevent the holder from converting at any time prior to the payment of the redemption proceeds may not be of this Note. As used to effect an Optional Redemptionherein and in the other Transaction Documents, the term "EFFECTIVE REGISTRATION" shall have the meaning specified in the Agreement.

Optional Redemption. The Company will have Senior Notes shall be subject to ------------------- redemption at the option of redeeming the Operating Partnership, in whole or in part, at any outstanding Notes ("Optional Redemption") by paying time, and from time to time, at a redemption price equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of (i) the principal amount of the Note together with Senior Notes being redeemed, plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreementredemption date, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion Make-Whole Amount (as defined below), if any, with respect to such Senior Notes (together, the "Redemption Price"). If notice has been given as provided in the Original Indenture and funds for the redemption of any Senior Notes called for redemption shall have been made available on the redemption date referred to in such notice, such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as Holders from and after the redemption date shall be to receive payment of the Redemption DatePrice upon surrender of such Senior Notes in accordance with such notice. Note proceeds Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not less than 30 nor more than 60 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, the Senior Notes to be redeemed, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Operating Partnership, the Operating Partnership will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their redemption date. The Trustee shall select, pro rata, by lot or in such manner as it shall deem fair and appropriate, Senior Notes to be redeemed in whole or in part. Senior Notes may be redeemed in part in the authorized denomination of $1,000 or in any integral multiple thereof; provided, that, in the case of a partial redemption, until the Private Placement -------- Legend shall have been removed therefrom, the remaining principal amount of any Senior Notes owned by any Holder or beneficial owner shall not be less than $100,000. As used to effect an Optional Redemption.herein:

Optional Redemption. The Company Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - in cash equal to one hundred and fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, Note or any other document delivered herewith as defined below ("the “Redemption Amount") outstanding on ”). Bxxxxxxx’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the day notice of redemption Optional Redemption ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than twenty (20) is given to a Subscriber Trading Days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption Redemption, if given, may not be given in connection with any portion of Note for on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal Equity Conditions [until six months after the Original Issue Date, except for part (c) and interest which was the subject (i) of the Notice definition of RedemptionEquity Conditions] have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall 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 Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default, as described . In the event the Equity Conditions cease to be in effect prior to the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company Borrower will have the option of redeeming any the outstanding Notes principal amount of the Note ("Optional Redemption") ), subject to the other payment provisions herein, by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Purchaser 110% of the such principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Purchaser arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("“Notice of Redemption”) is given delivered to a Subscriber Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice a Notice of conversion Conversion has been given by the Subscriber Purchaser at any time before receipt of a Notice of RedemptionRedemption or given pursuant to the following sentence. The Subscriber Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Borrower a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber Purchaser no later than the seventh (7th) business day after the Redemption Date ("“Optional Redemption Payment Date"”). In the event the Company Borrower fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Datevoid. A Notice of Redemption may be given by the CompanyBorrower, provided (i) no Event of Default, Default as described in the Note shall have occurred or be continuing; and (ii) the Company Note Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming any outstanding the Note and Put Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of determined by multiplying the principal amount of the Note or Put Note by 130% together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five three (53) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) sixth business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Datesuch date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Notes and Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note and Put Note principal are included for unrestricted resale in a registration statement effective as of the Redemption DateDate and the average closing price of the common stock on the Principal Market for the twenty-two (22) consecutive trading days prior to the Redemption Date is not less than 300% of the Conversion Price in effect on the Redemption Date and the daily trading volume during such period is not less than 600,000 Common Shares per day. Note proceeds Only one Notice of Redemption may not be used given to effect an Optional Redemptionthe Subscriber.

Optional Redemption. The Subject to the provisions of this Section 7(a), at any time after the Original Issuance Date, the Company will shall have the option of redeeming any outstanding Notes ("Optional Redemption") by paying right to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% redeem all, but not less than all, of the then outstanding principal amount of the Note together with this Note, plus accrued but unpaid interest thereon thereon, Make-Whole Amount, liquidated damages and any other amounts owing in respect thereof through and including the Optional Redemption Date for a cash redemption price equal to the Optional Redemption Amount on the Optional Redemption Date (a “Optional Redemption”). The Company shall exercise its right to require an Optional Redemption under this Section 7(a) by delivering a written notice thereof by facsimile or electronic mail to all, but not less than all, of the Holders of Notes (the “Optional Redemption Notice” and the date the Holders of Note received such notice is referred to as the “Optional Redemption Notice Date”). The Company may deliver one or more Optional Redemption Notices hereunder and each such Optional Redemption Notice shall be irrevocable. Each such Optional Redemption Notice shall (x) state the date on which the Optional Redemption shall occur (the “Optional Redemption Date”) which date shall not be less than ten (10) calendar days nor more than fifteen (15) calendar days following the Optional Redemption Notice Date, (y) certify that there has been no Equity Conditions Failure solely with respect to clauses (vi), (x) or (xi) of the definition of “Equity Conditions”, and (z) state the aggregate amount of the Notes which are being redeemed in such Optional Redemption from the Holder and all of the other sums due, accrued or payable Holders of the Notes pursuant to this Section 7(a) and the total Optional Redemption Amount to be paid by the Company to the Subscriber arising under Holder in cash in such Optional Redemption pursuant to this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"Section 7(a). A Notice Notwithstanding anything herein to the contrary, (i) if no Equity Conditions Failure has occurred but an Event of Redemption may not be given in connection Default occurs and is continuing and/or with any portion the passage of Note for which time and/or the giving of notice of conversion has been given by the Subscriber or both could occur at any time before receipt prior to or on the Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect, and (B) unless the Holder waives the Equity Conditions Failure solely with respect to clauses (vi), (x) or (xi) of a the definition of “Equity Conditions”, the Optional Redemption shall be cancelled and the applicable Optional Redemption Notice of Redemptionshall be null and void, and (ii) at any time prior to the date the Optional Redemption Amount is paid in full, but subject to Section 4(d), the Optional Redemption Amount may be converted, in whole or in part, by the Holder, at its option and in its sole discretion, into Common Stock pursuant to and in accordance with the conversion procedures set forth in Section 4 hereunder, mutatis mutandis. The Subscriber may elect within five (5) business days portion of the Optional Redemption Amount converted by the Holder after receipt the Optional Redemption Notice Date shall reduce the Optional Redemption Amount of a this Note to be redeemed on the Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice of Redemption to give through the date all amounts owing thereon are due and paid in full. If the Company Notice elects to cause an Optional Redemption of Conversion in connection this Note pursuant to this Section 7(a), then it must simultaneously take the same action with some or respect to all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")other Notes. In the event of the Company’s redemption of any portion of this Note under this Section 7(a), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 7(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter shall have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an if any Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offeringhas occurred and is continuing, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no but any Event of Default, as described in the Note Default shall have occurred or be continuing; and (ii) no effect upon the Company Shares issuable upon conversion of the full outstanding Holder’s right to convert this Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionits discretion.

Optional Redemption. The Company will have If so specified in the Pricing Supplement, this Note may be redeemed at the option of redeeming the Issuer on any outstanding Notes date on and after the Initial Redemption Date, if any, specified in the Pricing Supplement ("Optional Redemption"the “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part at the option of the Issuer at the applicable Redemption Price (as defined below), together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by paying this Note to, but excluding, the Redemption Date, on notice given not more than 60 nor less than 30 calendar days (unless specified otherwise in the Pricing Supplement) prior to the Subscriber Redemption Date; provided, however, that in the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, €50,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a sum new Note for the unredeemed portion hereof shall be issued to the bearer hereof upon the surrender of money this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the applicable Registrar by such method as follows: from such Registrar shall deem fair and appropriate. If this Note is redeemable at the Closing option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date through 30 days by the Annual Redemption Percentage Reduction, if any, specified in the Pricing Supplement, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. From and after any redemption date, if monies for the Closing Date - 120% from 31 days through 90 days after redemption of this Note (or portion hereof) shall have been made available for redemption on such redemption date, this Note (or such portion hereof) shall cease to bear interest and the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% holder’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note together with accrued but being redeemed (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest thereon and any and all other sums dueaccrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, accrued or payable without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be redeemed at the option of the Issuer prior to the Subscriber arising under this Subscription Agreement, Note Stated Maturity Date without the prior written approval of the United States Office of the Comptroller of the Currency (the “OCC”) or any other document delivered herewith ("Redemption Amount") outstanding on bank supervisory authority having jurisdiction over the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal Issuer and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrequiring such approval.

Optional Redemption. The Provided an Event of Default (as defined in this Agreement and the Note) has not occurred, whether or not such Event of Default has been cured, the Company will have the option of redeeming any prepaying the outstanding Notes principal amount of the Note ("Optional Redemption") ), in whole or in part, together with the interest accrued thereon, by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - equal to one hundred twenty percent (120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Subscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than thirty (30) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of the Note for which notice of conversion the Subscriber has been a pending election to convert, or for Conversion notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Subscriber. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the void, (ii) Company will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Company's election, the Redemption Amount will failure may be deemed by Subscriber to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200equal to 125% of the principal amount of the portion of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no not later than the seventh fifth (7th5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuingoccurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have Class A Notes and the Class B Notes are subject to redemption, in whole, prior to the respective Final Scheduled Payment Date, at the option of redeeming the Owner Trustee, acting at the direction of the Administrator, as long as COAF or an affiliate of COAF is the Administrator, on any outstanding Payment Date on which the Aggregate Outstanding Principal Balance of the Class A Notes plus the Aggregate Outstanding Principal Balance of the Class B Notes ("Optional Redemption"after giving effect to payments on such Payment Date) by paying shall be less than or equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 20010% of the principal amount sum of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all Original Principal Balance of the Note principal Class A Notes and interest which was the subject Original Principal Balance of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment DateClass B Notes, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided upon (i) no Event of Defaultdelivery to the Indenture Trustee, as described the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note shall have occurred or be continuing; Insurer, not less than twenty (20) days prior to the date fixed for redemption, of an Officer's Certificate from the Owner Trustee stating the Owner Trustee's election to redeem the Class A Notes and the Class B Notes, (ii) the Company Shares issuable upon conversion deposit by the Owner Trustee into the Revenue Fund, to the extent of any shortfall therein, or the direction by the Owner Trustee to the Indenture Trustee to transfer funds from the Reserve Fund for deposit into the Revenue Fund, in the following order of priority, an amount equal to the sum of (A) the Class A Note Interest due on such Payment Date, (B) the Class B Note Interest due on such Payment Date, (C) the Aggregate Outstanding Principal Balance of the full outstanding Class A Notes, (D) all Premiums, fees, expenses, Reimbursement Obligations and any other amount of or due to the Note principal are included for unrestricted resale Insurer, (E) the Aggregate Outstanding Principal Balance of the Class B Notes, (F) to the Swap Counterparty, any other fees, expenses and other amounts payable upon optional redemption, including reimbursement of all Swap Termination Payments paid under the Swap Policy and including all Swap Termination Payments under any previously terminated Interest Rate Swap Agreement, as certified to the Owner Trustee and the Note Insurer by the Servicer and (G) to the Indenture Trustee and the Servicer any fees, expenses and other amounts payable upon optional redemption and (iii) payment of the amounts and to the Persons specified in clause (ii) in the order of priority set forth in clause (ii). If the Administrator fails to give such direction to the Owner Trustee, the Note Insurer shall have the option to direct the Owner Trustee to redeem the Class A Notes, in whole, by providing notice to the Owner Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Indenture Trustee of such election and depositing or causing to be deposited with the Indenture Trustee the amounts specified in (ii)(A) and (C) in the preceding sentence, or causing to be transferred to the Revenue Fund from the Reserve Fund the foregoing amounts; provided that amounts on deposit in the Reserve Fund shall be available to redeem the Class A Notes, to pay accrued interest on the Class B Notes and to pay fees, Premiums and expenses then due and owing, including those of the Note Insurer, and thereafter, any remaining amounts on deposit in the Reserve Fund shall be available to redeem the Class B Notes. No optional redemption shall be permitted without the prior written consent of the Note Insurer if it would result in a registration statement effective draw on the Note Policy. Upon receipt of such amounts the Indenture Trustee shall (x) make the final payment in full to the Class A Noteholders and the Class B Noteholders as described herein and in the order of priority set forth above, (y) pay to the appropriate parties all Premiums, Swap Termination Payments, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due and (z) only if the Aggregate Outstanding Principal Balance of the Redemption Date. Note proceeds may not be used Class A Notes and the Aggregate Outstanding Principal Balance of the Class B Notes have been reduced to effect an Optional Redemptionzero, all interest accrued thereon has been paid in full and all such Premiums, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due have been paid in full and all Interest Rate Swap Agreement has been terminated and all amounts payable to the Swap Counterparty, including, without limitation, all Swap Termination Payments under any previously terminated Interest Rate Swap Agreement, have been paid in full, release any remaining assets in the Trust Property to the Seller.

Optional Redemption. The Company will have Issuer at its option may, at any time, redeem all, or from time to time any part, of the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% upon payment of the principal amount of the Note together with Notes, plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreementdate of redemption, Note or plus the Make-Whole Amount, if any other document delivered herewith (the "Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption DatePrice"). A Notice of Redemption may not If less than all the Notes are to be given in connection with any portion of Note for which notice of conversion has been given by redeemed at the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all option of the Note principal and interest which was Issuer, the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Issuer will deliver to the Redemption Amount. The Redemption Amount must be paid in good funds Trustee at least 45 days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")or such shorter period as the Trustee may accept) an Officers' Certificate stating the aggregate principal amount of Notes to be redeemed. In If less than all the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Notes to be redeemed in whole or in part. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes. Unless the Trustee has been requested to notify Holders of redemption pursuant to the last paragraph of Section 9.02, the Trustee shall promptly (but in no event after the Company fails to pay later of (a) the Redemption Amount date that is ten days after the date of receipt by the Optional Redemption Payment DateTrustee of the Officers' Certificate referred to in the first paragraph of this Section 9.01 and (b) the date that is five days before the date identified by the Issuer in such Officers' Certificate as the date on which the Issuer intends to give notice of redemption) notify the Issuer in writing of the Notes selected for redemption and, then in the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electioncase of any Notes selected for partial redemption, the Redemption Amount will principal amount thereof to be deemed a Mandatory Redemption Payment and redeemed. For all purposes of this Indenture, unless the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event context otherwise requires, all provisions relating to the redemption of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the OfferingNotes, in proportion the case of any Note redeemed or to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by redeemed only in part, relates to the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion portion of the full outstanding principal amount of such Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not which has been or is to be used to effect an Optional Redemptionredeemed.

Optional Redemption. The Company will have may, in its sole discretion, redeem all or any amount of the option of redeeming Notes outstanding, in whole or in part, at any outstanding Notes ("Optional Redemption") by paying time, at a redemption price equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount of the Note together with Notes to be redeemed plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable on the Notes to be redeemed to the Subscriber arising under this Subscription AgreementRedemption Date; provided that the Redemption Price shall be payable by the Company in cash, Note or in the case of redemption of Notes held by any other document delivered herewith Holder that has provided written notice to the Company at least two Business Days prior to the applicable Redemption Date of its election to receive the Redemption Price for its Notes in the form of Common Stock, in the form of a number of shares of Common Stock equal to the quotient of ("a) the Redemption Amount"Price payable for such Notes being redeemed divided by (b) outstanding the Daily VWAP for the 30 trading days immediately preceding the second Business Day preceding the Redemption Date; provided, further, that in the event of a redemption of Notes, upon payment of the redemption price (whether in cash or Common Stock, the Company shall issue to each Holder of the Notes being redeemed a number of warrants (pursuant to the Warrant Agreement and having an exercise price equal to the Conversion Price of such Notes in effect immediately prior to such redemption) equal to the number of shares of Common Stock that such Holder would receive if such Holder were to convert such Notes in full on the day notice of redemption ("Notice of Redemption) is given Redemption Date pursuant to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Section 8 hereof; provided, further, that the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that shall not redeem Notes pursuant to this Section 6.1 unless the Company has on deposit and segregated ready funds equal to file with the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect SEC an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default effective registration statement under the Note. Any Notice Securities Act registering the resale of Redemption must be given to all holders the shares of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares Common Stock issuable upon conversion of the full outstanding Note principal are Notes and exercise of the warrants by each Holder that has, after written request from the Company, provided information pertaining to such shares of Common Stock required to be included for unrestricted resale in a such registration statement effective as in order for such Holder to sell such shares of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionCommon Stock thereunder.

Optional Redemption. The Company will have (a) Unless otherwise provided in the option applicable Indenture Supplement for a Series of redeeming Notes, the Issuer has the right, but not the obligation, to redeem a Series of Notes in whole but not in part on any outstanding Notes Payment Date ("Optional Redemption"a “Redemption Payment Date”) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days on or after the Closing Payment Date - 120% from 31 days through 90 days on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series is reduced to less than the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% percentage of the principal amount Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Note together with accrued but unpaid interest thereon and any and all other sums dueAdministrator, accrued or payable elects to redeem a Series of Notes pursuant to this Section 13.1(a), it will cause the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith Issuer to notify the Holders of such redemption at least ten ("Redemption Amount"10) outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice payments on such Series of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Holders of such Series of Notes and the Optional Redemption Payment related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Default under this Indenture and the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company will have the Company, at its option of redeeming at any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days time following the Closing Date - 200% date of issuance, may redeem this Note, in whole or in part, from time to time at a redemption price equal to the principal amount of the this Note together with then outstanding, plus accrued but and unpaid interest thereon to and any and all other sums dueincluding the date fixed for the redemption. In addition, accrued if such redemption occurs on or payable before June 18, 2001, the Company also shall issue to the Subscriber arising under record holder of this Subscription AgreementNote a warrant to purchase at the Conversion Price (as defined in Section 4(c)) a number of shares of Common Stock equal to the number of shares of Common Stock into which this Note would be convertible on the date of redemption pursuant to Section 4, Note or any other document delivered herewith which warrant shall have terms and conditions substantially similar to the form of warrant attached hereto as Annex A (the "Warrant"). The redemption price as determined in this paragraph, including the Warrant, shall be hereinafter referred to as the "Redemption AmountPrice") . Notwithstanding anything herein to the contrary, the Company may not redeem less than one-half of the outstanding principal amount of this Note at any one time. Not more than 60 nor less than 10 days before the redemption date, notice by first class mail, postage prepaid, shall be given to the Holders of record of this Note to be redeemed, addressed to such Holders at their last addresses as shown on the day books of the Registrar. Each such notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note shall specify the date fixed for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionredemption, the Redemption Amount Price, the place or places of payment, that payment will be deemed a Mandatory Redemption Payment made upon presentation and surrender of this Note, that on and after the Optional Redemption Payment Date redemption date interest will cease to accumulate on this Note, the then-effective Conversion Price pursuant to Section 4 and that the right of Holders to convert pursuant to Section 4 shall terminate at the close of business on the fifth business day prior to the redemption date. Any notice that is mailed as herein provided shall be deemed a Mandatory Redemption Payment Date. Such conclusively presumed to have been duly given, whether or not the Holder of this Note receives such notice; and failure will also be deemed an Event properly to give such notice by mail, or any defect in such notice, to the Holders of Default under this Note designated for redemption shall not affect the validity of the proceedings for the redemption of this Note. Any Notice On or after the date fixed for redemption as stated in such notice, each Holder of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the this Note shall have occurred or be continuing; and (ii) surrender the certificate evidencing this Note to the Company Shares issuable upon conversion of at the full outstanding Note principal are included for unrestricted resale place designated in a registration statement effective as such notice and shall thereupon be entitled to receive payment of the Redemption DatePrice. If less than all outstanding principal of this Note proceeds may is redeemed, a new certificate shall be issued representing the unredeemed portion of this Note. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing this Note shall not have been surrendered, the interest with respect to this Note so called shall cease to accrue after the date fixed for redemption, the Note (or portion thereof so redeemed) shall no longer be used deemed outstanding, and all rights whatsoever with respect to effect an Optional Redemptionthe Note (or portion thereof) so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate.

Optional Redemption. The At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will have pay the option full amount of redeeming any outstanding Notes ("Optional Redemption") by paying accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Subscriber a sum Holder of money as follows: from record at the Closing Date through 30 days close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Closing Date - 120% from 31 days through 90 days after Par Call Date, the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Redemption Price will be equal to 100% of the principal amount of the Note together with Notes being redeemed plus accrued but and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any and all other sums dueoptional redemption of any Notes will be given to Holders at their addresses, accrued or payable as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the Subscriber arising under this Subscription Agreementdate fixed for redemption. The notice of redemption will specify, Note among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or any other document delivered herewith ("Redemption Amount") outstanding on less than all of the day Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption ("Notice or such shorter period as is satisfactory to the Trustee) of Redemption) is given the aggregate principal amount of Notes to a Subscriber ("be redeemed and their Redemption Date"). A Notice of Redemption may not be given in In connection with any portion of Note for which redemption prior to the Par Call Date, the Company shall give the Trustee notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days related Redemption Price promptly after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal calculation thereof and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that if the Company has on deposit and segregated ready funds equal requested that the Trustee give to the Redemption Amount. The Redemption Amount must be paid in good funds to Holders the Subscriber no later than notice of redemption required by Section 1104 of the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event Base Indenture, such notice from the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must shall be given to all holders the Trustee at such time as shall permit the Trustee to include notice of Notes issued the Redemption Price in connection with such notice of redemption. The Trustee shall have no responsibility for calculating the OfferingRedemption Price. The Trustee shall select, in proportion such manner as it shall deem fair and appropriate, no less than 60 days prior to their holdings the date of Note principal on a Redemption Dateredemption, the Notes to be redeemed in part. A Notice of Redemption may Neither the Company nor the Trustee shall be given by the Company, provided required to: (i) no Event issue, register the transfer of Default, as described in or exchange Notes during a period beginning at the Note shall have occurred opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or be continuing; and (ii) register the Company Shares issuable upon conversion transfer of or exchange any Note, or portion thereof, called for redemption, except the full outstanding unredeemed portion of any Note principal are included for unrestricted resale being redeemed in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Company will have Securities are redeemable, at the option of redeeming the Company, at any outstanding Notes time prior to maturity in whole or from time to time in part, on a date fixed by the Company for such redemption ("Optional Redemption"the “Redemption Date”) by paying and at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be paid pursuant to the Subscriber immediately following paragraph. However, if the Redemption Date is after a sum Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of money as follows: from business on the Closing Regular Record Date through 30 days after and not included in the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Note together with Securities plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable up to but not including the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Company will calculate the Company Notice of Conversion Make-Whole Premium, if any, in connection with some or all good faith, applying the Treasury Rate determined as set forth in the definition thereof. The amount of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds Make-Whole Premium is equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Dateexcess, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemptionif any, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided of: (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion sum of the full outstanding Note principal are included for unrestricted resale in a registration statement effective present values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. Note proceeds may not The present values of interest and principal payments referred to in clause (i) above will be used determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to effect an Optional Redemptionthe Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Commencing six (6) months after the original Issue Date of this Note, the Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from in cash equal to one hundred and twenty-five percent (125%) of the Closing Date through 30 Principal amount to be redeemed (or, if the average VWAP of the Common Stock for the ten trading days after immediately prior to the Closing Date - 120% from 31 days through 90 days after date the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Notice of Redemption is given is $5.00 or more, 100% of the principal Principal amount of the Note to be redeemed), together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, Note or any other document delivered herewith as defined below ("the “Redemption Amount") outstanding on the day ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than fifteen (15) is Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect (other than the requirement to a Subscriber ("Redemption Date"obtain the Stockholder Approval). A Notice of Redemption may shall not be given in connection effective with respect to any portion of Note the Principal Amount or interest for which notice of conversion the Holder has been given previously delivered an election to convert, or for conversions initiated or made by the Subscriber at Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all portion of the Note principal and interest Redemption Amount against which was the subject Holder has permissibly exercised its conversion rights (whether before or after the giving of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must ), shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company At any time prior to July 1, 2020, the Issuer may redeem the Notes at its option, in whole or from time to time in part, at a redemption price equal to the Redemption Price. At any time on or after July 1, 2020, the Notes will have be redeemable at the option of redeeming any outstanding Notes ("Optional Redemption") by paying the Issuer, in whole or from time to the Subscriber time in part, at a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200redemption price equal to 100% of the principal amount of the Note together with Notes to be redeemed plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the day Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption ("Notice or such shorter period as is satisfactory to the Trustee) of Redemption) is the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Issuer shall be given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which the Trustee at such time as shall permit the Trustee to include notice of conversion has been given by the Subscriber at any time before receipt Make-Whole Amount in such notice of a Notice of Redemptionredemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Trustee shall have no responsibility for calculating the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Make-Whole Amount. The Redemption Amount must be paid Trustee shall select, in good funds such manner as it shall deem fair and appropriate, no less than 60 days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electiondate of redemption, the Redemption Amount will Notes to be deemed a Mandatory Redemption Payment and redeemed in part. Neither the Optional Redemption Payment Date will Issuer nor the Trustee shall be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided required to: (i) no Event issue, register the transfer of Default, as described in or exchange Notes during a period beginning at the Note shall have occurred opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or be continuing; and (ii) register the Company Shares issuable upon conversion transfer of or exchange any Note, or portion thereof, called for redemption, except the full outstanding unredeemed portion of any Note principal are included for unrestricted resale being redeemed in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty five percent (125%) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. (A) The Company will Corporation shall have the option of redeeming to redeem the whole or any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% part of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). Series A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber Junior Participating Preferred Stock at any time before receipt of at a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption redemption price equal to, subject to give the Company Notice of Conversion in connection with some or all provision for adjustment hereinafter set forth, 100 times the "current per share market price" of the Note principal and interest which was Common Stock on the subject date of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer mailing of the Company stating that the Company has on deposit and segregated ready funds equal notice of redemption, together with unpaid accumulated dividends to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")date of such redemption. In the event the Company fails to pay Corporation shall at any time after the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Rights Declaration Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event pay any dividend on Common Stock payable in shares of DefaultCommon Stock, as described in the Note shall have occurred or be continuing; and (ii) subdivide the Company Shares issuable upon conversion outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock shall be otherwise entitled immediately prior to such event under the immediately preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. The "current per share market price" on any date shall be deemed to be the average of the full outstanding Note principal are included closing prices per share of such Common Stock for unrestricted resale the 10 consecutive Trading Days (as such term in a registration statement effective as hereinafter defined) immediately prior to such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale shall take place on such day, the average of the Redemption Date. Note proceeds may closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Stock shall be listed or admitted to trading or, if the Common Stock shall not be used listed or admitted to effect an Optional Redemption.trading on any national securities exchange, the last quoted price or, if not so quoted the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use or, if on any such date the Common Stock shall not be quoted by any such organization, the average of the

Optional Redemption. The Company will have If so specified in the Pricing Supplement, this Note may be redeemed at the option of redeeming the Issuer on any outstanding Notes date on and after the Initial Redemption Date, if any, specified in the Pricing Supplement ("Optional Redemption"the “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part at the option of the Issuer at the applicable Redemption Price (as defined below), together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by paying this Note to, but excluding, the Redemption Date, on notice given not more than 60 nor less than 30 calendar days (unless specified otherwise in the Pricing Supplement) prior to the Subscriber Redemption Date; provided, however, that in the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $250,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a sum new Note for the unredeemed portion hereof shall be issued in the name of money the registered holder hereof upon the surrender of this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the applicable Registrar by such method as follows: from such Registrar shall deem fair and appropriate. If this Note is redeemable at the Closing option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date through 30 days by the Annual Redemption Percentage Reduction, if any, specified in the Pricing Supplement, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. From and after any redemption date, if monies for the Closing Date - 120% from 31 days through 90 days after redemption of this Note (or portion hereof) shall have been made available for redemption on such redemption date, this Note (or such portion hereof) shall cease to bear interest and the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% holder’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note together with accrued but being redeemed (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest thereon and any and all other sums dueaccrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, accrued or payable without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be redeemed at the option of the Issuer prior to the Subscriber arising under this Subscription Agreement, Note Stated Maturity Date without the prior written approval of the United States Office of the Comptroller of the Currency (the “OCC”) or any other document delivered herewith ("Redemption Amount") outstanding on bank supervisory authority having jurisdiction over the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal Issuer and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrequiring such approval.

Optional Redemption. The Company will at its option shall have the option of redeeming any outstanding Notes right, but not the obligation, to redeem ("“Optional Redemption"”) by paying early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Subscriber a sum of money as follows: from the Closing Date through 30 days Holder after the Closing Date - 120% from 31 days through 90 days close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder, or (y) at any time after the Closing Date - 135% from 91 days through 180 days tenth (10th) Trading Day after the Closing Date - 150% after 180 days following initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the Closing Date - 200% of the principal amount outstanding balance of the Note together with accrued but unpaid interest thereon to be redeemed and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The “Redemption Amount must Amount” shall be paid in good funds an amount equal to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given outstanding Principal balance being redeemed by the Company, provided (i) no Event plus the Payment Premium in respect of Defaultsuch Principal amount, as described in plus all accrued and unpaid interest, if any on such Principal amount. After receipt of a Redemption Notice, the Note Holder shall have occurred ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Redemption Notice) to elect to convert all or be continuing; and any portion of the Note. On the eleventh (ii11th) Trading Day after the applicable Redemption Notice, the Company Shares issuable upon conversion of shall deliver to the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Holder the Redemption Date. Note proceeds may Amount with respect to the Principal amount redeemed to the extent not be used converted and otherwise after giving effect to effect an Optional Redemptionconversions or other payments made during the ten (10) Trading Day period.

Optional Redemption. The Company will In the event that there shall not have occurred a dosing of a Qualified Public Offering (as defined in Section 4(b) hereof) prior to December 23, 2000, at the option election of redeeming any each holder of the Series Preferred Stock outstanding Notes as of December 24, 2000, the Corporation shall redeem all shares of the Series Preferred Stock then outstanding. Payment of the applicable Redemption Price ("Optional Redemption"as defined below) shall be made by paying the Corporation on January 23, 2001, for a cash price equal to the Subscriber a sum original purchase price paid by such holders for each share of money Series Preferred Stock outstanding, adjusted for any stock split, combined consolidation or stock distribution or stock dividends with respect to such shares (the "Redemption Price"). On or prior to December 24, 2000, the Corporation shall give written notice by mail, postage prepaid, to the holders of the then outstanding shares of the Series Preferred Stock at the address of each such holder appearing on the books of the Corporation or given by such holder to the Corporation for the purpose of notice. Such notice shall set forth the Redemption Price as follows: defined above) and shall further state that any holder of the Series Preferred Stock who intends to request redemption of its Series Preferred Stock pursuant to this Section 5(a) must give written notice to the Corporation of its request for redemption on or before January 11, 2001. If the Corporation receives requests for redemption on or prior to January 11, 2001 from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% holders of a majority of the principal amount Series Preferred Stock, it shall give written notice by mail, postage prepaid, to the holders of Series Preferred Stock that all shares of the Note together with accrued but unpaid interest thereon and any and all other sums dueSeries Preferred Stock then outstanding will be redeemed on January 23, accrued or payable to 2001 (the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note ) for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds per share cash price equal to the Redemption AmountPrice. The Redemption Amount must be paid in good funds notice shall further call upon such holders to surrender to the Subscriber no later than Corporation on or before the seventh (7th) business day Redemption Date at the place designated in the notice such holder's certificate or certificates representing the shares to be redeemed. On or after the Redemption Date ("Optional Redemption Payment Date"), each holder of shares of the Series Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Corporation. In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Datecase of any certificate or certificates which have been lost, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionstolen or destroyed, the Redemption Amount will be deemed holder of such certificate or certificate shall make and deliver an affidavit of that fact to the Corporation without the necessity of giving the Corporation a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionbond.

Optional Redemption. The Company will have This Note may be redeemed in whole or in part upon not less than 30 nor more than 60 days' notice, at any time and from time to time prior to the Stated Maturity, at the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum Company at the redemption price of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the $1,000 per $1,000 principal amount of Notes, plus any interest accrued but not paid prior to (but not including) the Note together with Optional Redemption Date, if both of the following have occurred: (i) payment in full by the Company of the Non-Convertible Notes including without limitation, accrued but unpaid interest thereon and any and all interest, pre-payment penalties, fees or other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; expenses due thereunder and (ii) the New Conversion Rights Date. Unless the Company Shares issuable defaults in the payment of the Redemption Price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. If fewer than all the Notes are to be redeemed, the Trustee shall select the particular Notes to be redeemed from the outstanding Notes by the methods as provided in the Indenture. If any Note selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed to be the portion selected for redemption (provided, however, that the Holder of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note). Notes which have been converted during a selection of Notes to be redeemed may be treated by the full Trustee as outstanding Note principal are included for unrestricted resale the purpose of such selection. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in a registration statement effective as the payment of the Redemption DatePrice and accrued and unpaid interest. Note proceeds may not Notice of redemption will be used given by the Company to effect an Optional Redemptionthe Holders as provided in the Indenture.

Optional Redemption. The Company Commencing six (6) months after the original Issue Date of this Note, the Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% in cash equal to one hundred percent (100%) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon thereon, if any, and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note or any other document delivered herewith principal amount being redeemed ("the “Redemption Amount") outstanding on the day ”). Bxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) is given to a Subscriber Trading Days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption Redemption, if given, may not be given in connection with any portion of Note for on the first Trading Day following twenty (20) consecutive Trading Days (the “Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionEquity Conditions have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall 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 Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default, as described . In the event the Equity Conditions cease to be in effect prior to the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - equal to one hundred fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described . The funds for such redemption may not come from a third party financing or other financing provided by the holder and may not result in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion subsequent assignment of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionthis debt.

Optional Redemption. The Company will have the option of redeeming ------------------- any outstanding Notes Note ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not must be given given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with any a portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt employing the Conversion Price described in Section 2.1(b)(ii) of a Notice of Redemptionthe Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionRedemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh fifth (7th5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note Note, shall have occurred or be continuingoccurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The At any time after the Original Issue Date and before the Maturity Date, the Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying may, deliver a written notice to the Subscriber a sum Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% its irrevocable election to redeem all of the then outstanding principal amount of the this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable for cash in an amount equal to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Optional Redemption Amount") outstanding Amount on the 20th calendar day notice of redemption following the Optional Redemption Notice Date ("Notice of Redemption) is given to a Subscriber ("such date, the “Optional Redemption Date"”, such 20 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). A Notice The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of Redemption may not be given the Equity Conditions shall have been met (unless waived in connection with any portion of Note for which notice of conversion has been given writing by the Subscriber Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by during the Optional Redemption Payment DatePeriod, then the Holder may elect to nullify the Optional Redemption Notice will by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void and the Company will thereafter have no further right to effect an Optional Redemptionvoid, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionab initio.

Optional Redemption. The Company will have the option of redeeming may prepay this Note at any outstanding Notes time, in whole or in part, without penalty or premium. If within six ("Optional Redemption"6) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% months of the principal amount date of issue of this Note, the Note Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith Related Agreement ("collectively, the “Redemption Amount"”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) outstanding of any fees it received from the Company on the day date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber specifying the date for such Optional Redemption ("the “Redemption Payment Date"”). A Notice of Redemption may not , which date shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five ten (510) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to On the Redemption Amount. The Payment Date, the Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the such Redemption Notice will be null and void void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company will thereafter have no further right pursuant to effect this Section 1.4 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given make such payments to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable pro rata basis based upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionAmount of each Outstanding Note.

Optional Redemption. The Company Commencing on the original Issue Date of this Note, the Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% in cash equal to one hundred and twenty-five percent (125%) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, Note or any other document delivered herewith as defined below ("the “Redemption Amount") outstanding on the day ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) is given to a Subscriber Trading Days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption Redemption, if given, may not be given in connection with any portion of Note for on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionEquity Conditions have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) no Event such Notice of DefaultRedemption will be null and void, as described in the Note shall have occurred or be continuing; and (ii) Borrower will have no right to deliver another Notice of Redemption. In the Company Shares issuable upon conversion of event the full outstanding Note principal are included for unrestricted resale Equity Conditions cease to be in a registration statement effective as effect prior to the payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company will have At any time after the option of redeeming any outstanding Notes ("Optional Redemption") by paying Original Issue Date and before the Maturity Date, the Holder may, deliver a written notice to the Subscriber a sum Company (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of money as follows: from its irrevocable election to cause the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Company to redeem all of the then outstanding principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion cash in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds an amount equal to the Redemption Amount. The Optional Redemption Amount must be paid in good funds to the Subscriber no later than on the seventh (7th) business calendar day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by following the Optional Redemption Payment Notice Date (such date, the “Optional Redemption Date”, then such seven (7) day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice will through the date all amounts owing thereon are due and paid in full. If any portion of the payment pursuant to an Optional Redemption shall not be null and void and paid by the Company will thereafter have no further right by the applicable due date, Late Fees shall accrue until such amount is paid in full. Notwithstanding anything herein contained to effect an the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionab initio.

Optional Redemption. The Company will have the option of redeeming any ------------------- outstanding Notes Note ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not must be given given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with any a portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt employing the Conversion Price described in Section 2.1(b)(ii) of a Notice of Redemptionthe Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionRedemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh fifth (7th5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note Note, shall have occurred or be continuingoccurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Notes will have be redeemable, at the option of redeeming Company’s option, in whole or in part, at any outstanding Notes ("Optional Redemption") by paying time and from time to time at a redemption price equal to the Subscriber a sum greater of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200(A) 100.0% of the principal amount of the Note together with accrued but unpaid Notes to be redeemed and (B) the sum of the present values of the remaining scheduled payments of principal and interest thereon and any and all other sums due, accrued or payable to maturity discounted to the Subscriber arising under this Subscription AgreementRedemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, Note or any other document delivered herewith ("Redemption Amount") outstanding on plus accrued interest thereon to the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given Notwithstanding the foregoing, in connection with any portion tender offer for any Notes, if Holders of Note for which notice not less than 90% in the aggregate principal amount of conversion has been given by the Subscriber at Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or other Person making such tender 104 offer, purchases all of the Note principal Notes validly tendered and interest which was not withdrawn by such Holders, the subject Company will have the right, upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the Notice of Redemption. A Notice of Redemption must be accompanied by Notes that remain outstanding following such purchase at a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds price in cash equal to the Redemption Amount. The Redemption Amount must be paid price offered to each Holder in good funds such tender offer, plus, to the Subscriber no later than extent not included in the seventh (7th) business day after tender offer payment, accrued and unpaid interest to but excluding the Redemption Date ("Optional subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Payment Date"). In Any redemption of Notes may be made upon notice sent electronically or, at the event Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if applicable, the Company fails should notify the Trustee of such Redemption Date, and the principal amount of Notes to pay be redeemed in accordance with Section 1003. The Company may provide in any redemption notice that payment of the Redemption Amount redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or, waiver by the Optional Redemption Payment DateCompany in its sole discretion) of one or more conditions precedent, then which may include consummation of any related Equity Offering or the Redemption Notice will be null and void and occurrence of a Change of Control. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionCompany’s discretion, the Redemption Amount will Date may be deemed a Mandatory Redemption Payment delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to event that any or all holders of Notes issued in connection with the Offeringsuch conditions shall not have been (or, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption the Company’s sole determination, may be given not be) satisfied (or waived by the Company, provided (iCompany in its sole discretion) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of by the Redemption Date. Note proceeds may not be used to effect an Optional Redemption, or by the Redemption Date so delayed.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber If at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice determines ------------------- that within 3 months after such date of Conversion determination that the Company shall be in connection with some or all violation of the Note principal covenant contained in (S)6.9(a), it may give you written notice thereof and interest which was the subject of the Notice of Redemptiona written request for a waiver or consent with respect to such violation. A Notice of Redemption must be accompanied by Such notice shall include a certificate signed by the chief executive officer or chief financial officer of the Company stating that describing in reasonable detail the Company has on deposit facts and segregated ready funds equal circumstances giving rise to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")such anticipated violation. In the event that you fail to grant the Company fails a waiver or consent with respect to pay such anticipated violation within 60 days (the "Waiver Period") after the date of such notice, the company may, at its option and notwithstanding anything to the contrary contained in the Notes, redeem all of the Notes or the Public Notes, subject to the term of this (S)6.9, then held by you at the Redemption Amount by Price plus interest accrued on the Optional Redemption Payment Date, then outstanding principal amount of the Redemption Notice will be null and void and Notes or the Public Notes to the date of redemption. The Company will thereafter have no further right shall give you written notice of such election to effect an Optional Redemption, and at so redeem the Subscription's election, Notes or the Redemption Amount will be deemed a Mandatory Redemption Payment and Public Notes not later than 5 days after the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event earlier of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred date on which it has received written notice from you declining to grant such waiver or be continuing; and consent or (ii) the Company Shares issuable upon conversion expiration of the full Waiver Period, which notice shall specify (a) the date (the "Redemption Date") upon which the Company shall redeem such Notes or Public Notes which date shall be not less than 15 days nor more than 45 days after the date of such notice, and (b) the aggregate principal amount of the Notes or the Public Notes then held by you. On the calculation Date you shall give written notice to the Company of the amount of the Redemption Price of the Notes or the Public Notes held by you, which notice shall set forth in reasonable detail the computation thereof provided, however, that your failure to make such determination shall not affect -------- ------- the obligation of the Company to pay such Redemption Price when due in accordance with the terms hereof and you shall have no liability to the Company for failure to make such determination. The Redemption Price set forth in such notice shall be binding on the Company absent manifest error. On the Redemption Date, the Company shall redeem the unpaid principal amount of the Notes or the Public Notes held by you by payment to you of (a) the Redemption Price of the Notes or the Public Notes held by you and (b) interest accrued on the aggregate outstanding Note principal are included for unrestricted resale in a registration statement effective as amount of the Notes or the Public Notes held by you to the Redemption Date. Note proceeds may not Upon such payment by the Company in accordance with the provisions of this (S)6.9, you shall surrender the Notes or Public Notes held by you to the Company for cancellation. Payment of the Redemption Price shall be used to effect an Optional Redemptionmade as provided in (S)6.1 hereof.

Optional Redemption. The (a) Subject to the provisions of this Section 6, from and after the ninth month anniversary of the Original Issue Date (the "TRIGGER DATE"), the Company will shall have the option of redeeming any outstanding Notes right, upon 45 calendar days' notice (an "Optional RedemptionOPTIONAL REDEMPTION NOTICE") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and Holders, to redeem all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note the shares of Preferred Stock which have not previously been redeemed or for which notice of conversion has Conversion Notices shall not have been given delivered, at a price equal to the Redemption Price (as defined in Section 9), PROVIDED, that the Trigger Date shall be extended by the Subscriber at number of days during which any time before receipt of a Notice of RedemptionBlocking Notices (as defined in the Registration Rights Agreement) shall be in effect. The Subscriber Company may elect within five only deliver an Optional Redemption Notice if: (5i) business the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is sufficient to satisfy the Company's conversion obligations of all shares of Preferred Stock then outstanding, (ii) the Underlying Shares then outstanding are registered for resale pursuant to an effective Underlying Shares Registration Statement pursuant to which the Holders are permitted to sell Underlying Shares or the Underlying Shares may be resold without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, and (iii) the Common Stock is listed for trading on the NASDAQ or on a Subsequent Market. Each of clauses (i) - (iii) of the immediately preceding sentence must be true during the entire 45 calendar days after receipt between the date of a delivery of an Optional Redemption Notice and the date of payment of the Redemption Price. The entire Redemption Price shall be paid in cash. A Holder may, subject to give Section 5(a)(i) hereof, convert (and the Company Notice of Conversion shall honor such conversions in connection accordance with some the terms hereof) any or all of the Note principal and interest which was the shares of Preferred Stock subject of the Notice of Redemption. A Notice of to an Optional Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating Notice, provided that the Company has on deposit and segregated ready funds equal Conversion Notice for such shares is delivered prior to the Redemption Amount. The Redemption Amount must be paid in good funds to 43rd calendar day following the Subscriber no later than the seventh (7th) business day after the Redemption Date ("receipt by such Holder of such an Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionNotice.

Optional Redemption. The At any time and from time to time, the Company will have may at its option redeem the option Notes of redeeming any outstanding Notes ("Optional Redemption") by paying series, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the Subscriber a sum greater of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200(1) 100% of the aggregate principal amount of the Note together with Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments, plus, in each case, accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable but excluding, the redemption date, subject to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding rights of Holders of the Notes to be redeemed on the day notice relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to such redemption date; provided that if the Company redeems any 2024 Notes or 2028 Notes on or after the applicable Par Call Date, the redemption price for such Notes to be redeemed will equal 100% of the aggregate principal amount of such Notes redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date. In determining the present values of the Remaining Scheduled Payments, the Company will discount such payments to the redemption date on an annual basis ("Actual/Actual (ICMA)) using a discount rate equal to the Bund Rate plus 30 basis points for any 2024 Notes and 35 basis points for any 2028 Notes. Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice any redemption of Redemption may not be given any series of Notes in connection with a corporate transaction (including any portion equity offering, an incurrence of Note for which indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of conversion has the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been given satisfied by the Subscriber at any time before receipt of a Notice of Redemptionredemption date. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give In addition, the Company Notice of Conversion may provide in connection with some or all such notice that payment of the Note principal redemption price and interest which was the subject performance of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Company’s obligations with respect to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption such redemption may be given performed by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionanother Person.

Optional Redemption. The Company Notes will have be redeemable, in whole or in part, at the option of redeeming any outstanding Notes ("Optional Redemption") by paying the Company, until 60 days prior to the Subscriber expiration of the Initial Interest Rate Period at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of money the present values of the remaining scheduled payments of principal and interest (not including the portion of any such payments of interest accrued as follows: from of the Closing Date through 30 redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus, in each case, accrued interest to the date of redemption, such redemption price to be set forth in an Officers' Certificate delivered to the Trustee before the redemption date and upon which the Trustee may conclusively rely. The Notes will then be subject, at any time, subject to certain exceptions, to the optional redemption by the Company commencing 60 days after the Closing Date - 120% from 31 Initial Interest Rate Period. If less than all of the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the particular Notes or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days through 90 days prior to the date fixed for redemption to the holders of Notes to be redeemed (which, as long as the Notes are held in the book-entry only system, will be DTC (or its nominee) or a successor Depositary); provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of Notes as to which there shall have been no such failure or defect. On and after the Closing date fixed for redemption (unless the Company shall default in the payment of the Notes or portions thereof to be redeemed at the applicable redemption price, together with interest accrued thereon to such date), interest on the Notes or the portions thereof so called for redemption shall cease to accrue. No notice of redemption of the Notes will be mailed during the continuance of any event of default under the Indenture, except that (i) when notice of redemption of any Notes has been mailed, the Company shall redeem such Notes but only if funds sufficient for that purpose have prior to the occurrence of such event of default been deposited with the Trustee or a paying agent for such purpose, and (ii) notices of redemption of all outstanding Notes may be given during the continuance of an event of default under the Indenture. Any notice of redemption given at the option of the Company may state that such redemption will be conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Notes and that if such money has not been so received, such notice will be of no force and effect and the Company will not be required to redeem such Notes. PURCHASE AND REDEMPTION OF NOTES Special Mandatory Purchase. Notes which have not been remarketed by 12:00, New York City time, on an Interest Rate Adjustment Date - 135% for such Notes will be purchased by the Company directly or through a Liquidity Provider pursuant to the Special Mandatory Purchase Right. In such event, either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from 91 days through 180 days after time to time) irrevocably in trust for the Closing Date - 150% after 180 days following benefit of the Closing Date - 200beneficial owners of the Notes subject to Special Mandatory Purchase prior to 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of such unremarketed Notes, equal to 100% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")thereof. In the event a Standby Note Purchase Agreement is in effect but the Company fails Liquidity Provider shall fail to pay the Redemption Amount by the Optional Redemption Payment Dateadvance funds for whatever reason thereunder, then the Redemption Notice will be null and void and the Company will thereafter have no further right be obligated to purchase such unremarketed Notes on such Interest Rate Adjustment Date. The Company will be responsible for paying the accrued interest, if any, on such Notes by depositing sufficient same- day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect an Optional Redemptionfrom time to time) prior to 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations therein set forth, the transfer of the Notes is registrable in the Security Register, upon surrender of such Notes for registration of transfer at the office or agency of the Company in any place where the principal of and premium, if any, and any interest on the Notes are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Company and the Security Registrar or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in fully registered form in a minimum denomination of $100,000 and increments of $1,000 thereafter. The Notes of any series will be exchangeable for other Notes of the same series of any authorized denominations and of a like aggregate principal amount and tenor. The Notes may be presented for exchange or registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the Subscription's electionoffice of the Trustee maintained in the Borough of Manhattan, the Redemption Amount will be deemed a Mandatory Redemption Payment The City of New York, for such purpose with respect to any series of Notes, without service charge but upon payment of any taxes and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, other governmental charges as described in the Note shall have occurred Indenture. Such transfer or exchange will be continuing; and (ii) effected upon the Company Shares issuable upon conversion and the Trustee being satisfied with the documents of title and indemnity of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of person making the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrequest.

Optional Redemption. The Company will have (a) Unless otherwise provided in the option applicable Indenture Supplement for a Series or Class of redeeming Notes, the Issuer has the right, but not the obligation, to: (i) redeem a Series or Class of Term Notes in whole or in part (so long as, in the case of any outstanding partial redemption, such redemption is funded using the proceeds of the issuance and sale of one or more new Classes of Notes as further specified in the related Indenture Supplement or from any other cash or funds of loanDepot and not from Collections on MSRs) on a date specified in the applicable Indenture Supplement or on any Payment Date ("Optional Redemption"a “Redemption Payment Date”) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days on or after the Closing Payment Date - 120% from 31 days through 90 days on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% Redemption Percentage of the principal amount Initial Note Balance and (ii) redeem a Series or Class of Variable Funding Notes in whole or in part on a date specified in the applicable Indenture Supplement. If the Issuer, at the direction of the Note together with accrued but unpaid interest thereon Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1, it will cause the Issuer to notify the Indenture Trustee and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice Noteholders of such redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within least five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Base Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Base Indenture, until the Outstanding Note Balance of Default under the Note. Any Notice of Redemption must be given to such Series or Class, plus all holders of Notes issued accrued and unpaid interest and other amounts due in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion respect of the Notes, is paid in full outstanding Note principal are included for unrestricted resale in a registration statement effective as or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Base Indenture and the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company will have Beginning on or after February 18, 2024, the option Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of redeeming any outstanding the Notes ("Optional Redemption"the “Redemption Date”). If any or all of the Notes are redeemed on or after February 18, 2024, the Redemption Price (calculated by the Company) by paying will be equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount of the Note together with Notes to be redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Subscriber arising under this Subscription Agreementbut not including, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption AmountDate for such Notes. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day On and after the Redemption Date ("Optional for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Payment Date")Price and accrued interest, if any. In On or before the event Redemption Date for the Company fails Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Amount by Price of the Optional Notes to be redeemed on the Redemption Payment Date, then and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Notice will Date to each Holder of the Notes to be null and void and redeemed; provided, however, that if the Company will thereafter have no further right Trustee is asked to effect an Optional Redemption, and give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the Subscription's electiontime the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the OfferingPrice, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, calculated as described above, shall be set forth in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion an Officer’s Certificate of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Note proceeds may Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not be used to effect an Optional Redemptionincluding, the Redemption Date.

Optional Redemption. The Company will at its option shall have the option of redeeming any outstanding Notes right, but not the obligation, to redeem ("“Optional Redemption"”) by paying to the Subscriber early a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and portion or all other sums due, accrued or payable to the Subscriber arising amounts outstanding under this Subscription Agreement, Note or any other document delivered herewith in cash at the Redemption Amount ("Redemption Amount"as defined below) outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given as described in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating this Section; provided that the Company has provides the Holder with ten (10) Business Days’ prior written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on deposit a Trading Day, and segregated ready funds equal (ii) may only be given if the VWAP of the Common Shares was less than the Fixed Conversion Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Notes to be redeemed and the Redemption Amount. The “Redemption Amount must Amount” shall be paid in good funds an amount equal to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given outstanding Principal balance being redeemed by the Company, provided (i) no Event plus the Payment Premium, if any, in respect of Defaultsuch Principal amount, as described in the Note shall have occurred or be continuing; plus all accrued and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective unpaid Interest, if any, on such Principal amount, as of the redemption date. After receipt of a Redemption DateNotice, the Holder shall have ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Redemption Notice) to elect to convert all or any portion of the outstanding Principal of the Notes plus all accrued and unpaid Interest, if any, plus the Payment Premium, if any, in respect of such Principal. Note proceeds may On the eleventh (11th) Trading Day after the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not be used converted and otherwise after giving effect to effect an Optional Redemptionconversions or other payments made during the ten (10) Trading Day period.

Optional Redemption. The On or before December 15, 2018, this Note will not be redeemable at the Company’s option. Subject to, and except as provided in, Article III of the Seventh Supplemental Indenture and Article 3 of the Base Indenture, the Company will shall have the option right, at the Company’s option, at any time, on a Redemption Date after December 15, 2018, to redeem (a “Redemption”) all or, from time to time, any part of redeeming any outstanding Notes ("Optional Redemption") by paying this Note at a Redemption Price payable in cash equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with to be redeemed, plus accrued and unpaid interest, if any, to, but unpaid interest thereon excluding, such Redemption Date if the Closing Sale Price per share of Common Stock is more than one hundred and any twenty percent (120%) of the then current Conversion Price for each of at least twenty (20) Trading Days in the thirty (30) consecutive Trading Days ending on, and all other sums dueincluding, accrued or payable the Trading Day prior to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on mailing of the day notice of redemption ("Notice of Redemption) is given Redemption pursuant to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all Section 3.03 of the Note principal Base Indenture and interest which was the subject Section 3.02 of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating Seventh Supplemental Indenture; provided, however, that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after if the Redemption Date ("Optional Redemption Payment Date"). In with respect to this Note is after a Regular Record Date for the event payment of an installment of interest and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then accrued and unpaid interest on this Note to, but excluding, such Redemption Date shall be paid, on such Redemption Date, to the Redemption Notice will be null and void Holder of this Note at the close of business on such Regular Record Date, and the Company will thereafter have no further right Holder surrendering this Note for Redemption shall not be entitled to effect an Optional Redemption, and any such interest unless such Holder was also the Holder of record of this Note at the Subscription's electionclose of business on such Regular Record Date; provided, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued further, that in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note event shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of redeem any Notes at a time when the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Company has failed to pay interest on the Redemption Date. Note proceeds may not be used Notes and such failure to effect an Optional Redemptionpay is continuing.

Optional Redemption. The Company will have Issuer may, at its option, beginning with the option Interest Payment Date of redeeming June 26, 2024 and on any outstanding Notes scheduled Interest Payment Date thereafter ("Optional Redemption") by paying or at any time on or after the 30th day prior to the Subscriber Maturity Date), redeem the Subordinated Notes in whole or in part at a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200redemption price equal to 100% of the principal amount of the Note together with redeemed Subordinated Notes, plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising date of the redemption. The option of redemption is subject to the approval of the Federal Reserve Board (the “Federal Reserve”). The Issuer will notify Noteholders of the Subordinated Notes to be redeemed at least 30 but not more than 60 days before the scheduled redemption (which notice may be conditional). If the Issuer is redeeming less than all the Subordinated Notes, the Issuing and Paying Agent under this Subscription Agreementthe Issuing and Paying Agency Agreement must select the Subordinated Notes to be redeemed by lot or by such other method as the Issuing and Paying Agent deems fair and appropriate, Note subject to the rules and procedures of DTC. Additionally, any time the Subordinated Notes remain outstanding, to the extent the Issuer makes a reasonable determination (as evidenced by an officers’ certificate delivered to the Issuing and Paying Agent) that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws (or any other document delivered herewith ("Redemption Amount"rules or regulations thereunder) outstanding of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the day notice date of redemption ("Notice issuance of Redemption) the Subordinated Notes, it is given to a Subscriber ("Redemption Date"). A Notice of Redemption may reasonably likely that the Subordinated Notes will not be given in connection with any portion of Note entitled to treatment as “Tier 2” capital (or the then equivalent thereof) for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all purposes of the Note principal and interest which was the subject capital adequacy guidelines of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Federal Reserve, as then in effect and applicable, the chief executive officer Issuer may, at its option, redeem the Subordinated Notes in whole or chief financial officer in part on not fewer than 30 nor greater than 60 days’ prior notice mailed to the holders of the Company stating that the Company has on deposit and segregated ready funds equal Subordinated Notes, subject to the Redemption Amount. The Redemption Amount must be paid in good funds Federal Reserve’s approval, to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")extent required. In the event of any such redemption, the Company fails redemption price shall be 102% of the aggregate principal amount of the Subordinated Notes being redeemed (plus accrued and unpaid interest through the early redemption date). On and after any early redemption date, interest will cease to accrue on the Subordinated Notes called for redemption. On or prior to any early redemption date, the Issuer is required to deposit with the Issuing and Paying Agent money sufficient to pay the Redemption Amount by redemption price of and accrued interest on the Optional Redemption Payment Date, then the Redemption Notice will notes to be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal redeemed on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionsuch date.

Optional Redemption. The Company will have (a) Unless otherwise provided in the option applicable Indenture Supplement for a Series or Class of redeeming Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on any outstanding Notes Payment Date ("Optional Redemption"a “Redemption Payment Date”) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days on or after the Closing Payment Date - 120% from 31 days through 90 days on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% percentage of the principal amount Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Note together with accrued but unpaid interest thereon Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Indenture Trustee and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith Noteholders of such redemption at least ten ("Redemption Amount"10) outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Default under this Indenture and the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. The Company will have Except as provided below in this Section 7(a), the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption Series E Preferred Stock may not be given redeemed. On and after the First Reset Date, the Corporation may, at its option, on any Reset Date on or after the First Reset Date, subject to the prior approval of the Federal Reserve or other Appropriate Federal Banking Agency, if required, and to the satisfaction of any conditions precedent to redemption set forth in connection with any portion the capital guidelines or regulations of Note for which notice of conversion has been given by the Subscriber Federal Reserve or other Appropriate Federal Banking Agency, if any, redeem, in whole or in part, at any time before receipt and from time to time, out of a Notice funds legally available therefor, the shares of Redemption. The Subscriber may elect within five (5Series E Preferred Stock at the time outstanding, upon notice given as provided in Section 7(c) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to below, at the Redemption Amount. The Redemption Amount must be paid Price in good funds to effect at the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")redemption date as provided in this Section 7. In the event the Company fails to pay applicable Reset Date that is the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electionredemption date is not a Business Day, the Redemption Amount will Price shall be deemed a Mandatory Redemption Payment and paid on the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under next Business Day without any adjustment to the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as amount of the Redemption DatePrice. Note proceeds may Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation may, at its option, subject to the prior approval of the Federal Reserve or other Appropriate Federal Banking Agency, if required, and to the satisfaction of any conditions precedent to redemption set forth in the capital guidelines or regulations of the Federal Reserve or other Appropriate Federal Banking Agency, if any, upon notice given as provided in Section 7(c) below, redeem, all (but not less than all) of the shares of Series E Preferred Stock at the time outstanding at the Redemption Price in effect at the redemption date as provided in this Section 7. The “Redemption Price” for shares of Series E Preferred Stock shall be used the Liquidation Preference per share, together (except as otherwise provided herein) with an amount equal to effect an Optional Redemptionany dividends that have been declared but not paid prior to the redemption date without accumulation of any undeclared dividends to, but excluding, the redemption date.

Optional Redemption. The Company will have the option of redeeming may prepay this Note at any outstanding Notes time, in whole or in part, without penalty or premium ("“Optional Redemption"”). If within six (6) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% months of the principal amount date of issue of this Note, the Note Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote, Note the Purchase Agreement or any other document delivered herewith Related Agreement ("collectively, the “Redemption Amount"”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) outstanding of any fees it received from the Company on the day date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption ("the “Notice of Redemption”) is given to a Subscriber specifying the date for such Optional Redemption ("the “Redemption Payment Date"”). A Notice of Redemption may not , which date shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five ten (510) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of RedemptionRedemption (the “Redemption Period”). A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to On the Redemption Amount. The Payment Date, the Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the such Redemption Notice will be null and void 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 Company fifty percent (50%) of any fees it received from the Company on the date of issue of this Note. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company will thereafter have no further right pursuant to effect this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given make such payments to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable pro rata basis based upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionAmount of each Outstanding Note.

Optional Redemption. The Subject to the provisions of this Section 5, the Company will have may, at any time, deliver a notice to the option of redeeming any outstanding Notes Holders (an "Optional RedemptionOPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the "OPTIONAL REDEMPTION NOTICE DATE") by paying of its irrevocable election to redeem all, but not less than all, of the then outstanding Debentures, for an amount, in cash, equal to the Subscriber a sum of money as follows: from Optional Redemption Amount on the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days 30th Trading Day following the Closing Optional Redemption Notice Date - 200% of (such date, the principal amount of "OPTIONAL REDEMPTION DATE" and such redemption, the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of OPTIONAL Redemption) is given to a Subscriber ("Redemption Date"). A Notice of The Optional Redemption may not be given Amount is due in connection with any portion of Note for which notice of conversion has been given by full on the Subscriber at any time before receipt of a Notice of RedemptionOptional Redemption Date. The Subscriber Company may elect within five only effect an Optional Redemption if from the Optional Redemption Notice Date through to the Optional Redemption Date, each of the following shall be true: (5i) business days after receipt of a Notice of Redemption to give the Company Notice shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Conversion in connection with some or Notices prior to the Optional Redemption Date, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the Note principal Underlying Shares issued to the Holders and interest which was the subject all of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by Underlying Shares as are issuable to the chief executive officer or chief financial officer Holders upon conversion in full of the Company stating that Debentures subject to the Optional Redemption (and the Company has believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on deposit the Principal Market (and segregated ready funds equal to the Redemption Amount. The Redemption Amount must Company believes, in good faith, that trading of the Common Stock on the Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in good funds cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Subscriber no later than Holder upon conversion in full of the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails Debentures subject to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided ; (ivi) no Event of Default, as described Default has occurred and is continuing; (vii) an issuance of all of the Underlying Share upon conversion hereunder would be permitted in full without violating the Note shall have occurred limitations set forth in Section 4(a)(ii)(A) or be continuing(B); and (iiviii) the Company Shares issuable upon conversion no public announcement of a pending or proposed Fundamental Transaction or acquisition transaction has occurred that has not been consummated. If any of the full outstanding Note principal foregoing conditions shall cease to be satisfied at any time during the required period, then the Holder may elect to nullify the Optional Redemption Notice in which case the Option Redemption Notice shall be null and void, ab initio. The Holders may convert, pursuant to Section 4(a)(i) hereof, any shares of Debentures subject to an Optional Redemption at any time prior to the date that the Optional Redemption Amount and all amounts owing thereon are included for unrestricted resale due and paid in a registration statement effective as full. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Optional Redemption Date. Note proceeds may not be used to effect an Optional RedemptionNotice through the date all amounts owing thereon are due and paid in full.

Optional Redemption. The Company will have Issuer at its option may, at any time, redeem all, or from time to time any part, of the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% upon payment of the principal amount of the Note together with Notes, plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreementdate of redemption, Note or plus the Make-Whole Amount, if any other document delivered herewith (the "Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption DatePrice"). A Notice of Redemption may not If less than all the Notes are to be given in connection with any portion of Note for which notice of conversion has been given by redeemed at the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all option of the Note principal and interest which was Issuer, the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Issuer will deliver to the Redemption Amount. The Redemption Amount must be paid in good funds Trustee at least 45 days prior to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")or such shorter period as the Trustee may accept) an Officers' Certificate stating the aggregate principal amount of Notes to be redeemed. In If less than all the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Notes to be redeemed in whole or in part. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes. Unless the Trustee has been requested to notify Holders of redemption pursuant to the last paragraph of Section 9.02, the Trustee shall promptly (but in no event after the Company fails to pay later of (a) the Redemption Amount date that is ten days after the date of receipt by the Optional Redemption Payment DateTrustee of the Officers' Certificate referred to in the first paragraph of this Section 9.01 and (b) the date that is five days before the date identified by the Issuer in such Officers Certificate as the date on which the Issuer intends to give notice of redemption) notify the Issuer in writing of the Notes selected for redemption and, then in the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's electioncase of any Notes selected for partial redemption, the Redemption Amount will principal amount thereof to be deemed a Mandatory Redemption Payment and redeemed. For all purposes of this Indenture, unless the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event context otherwise requires, all provisions relating to the redemption of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the OfferingNotes, in proportion the case of any Note redeemed or to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by redeemed only in part, relates to the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion portion of the full outstanding principal amount of such Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not which has been or is to be used to effect an Optional Redemptionredeemed.

Optional Redemption. The Company (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on (i) any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will have cause the option of redeeming any outstanding Notes Issuer to notify the Indenture Trustee, each Derivative Counterparty ("Optional Redemption") by paying as applicable, with respect to the Subscriber a sum related Series of money as follows: from Notes) and the Closing Date through 30 Noteholders of such redemption at least ten (10) days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption AmountPayment Date. The Redemption Amount must be paid Unless otherwise specified in good funds the Indenture Supplement applicable to the Subscriber no later than Notes to be so redeemed, the seventh (7th) business day after redemption price of a Series or Class so redeemed will equal the Redemption Date ("Optional Redemption Payment Date")Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. In If the event the Company fails Issuer is unable to pay the Redemption Amount by in full on the Optional Redemption Payment Date, then the Redemption Notice such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be null and void made in accordance with this Indenture and the Company will thereafter have no further right to effect an Optional Redemptionrelated Indenture Supplement, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment Noteholders of such Series or Class of Notes and the Optional Redemption Payment related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Default under this Indenture and the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionrelated Indenture Supplement.

Optional Redemption. (a) No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying prior to the Subscriber Maturity Date, except as provided in this Section 15.01. If, at any time, the Company determines it is necessary to redeem the Notes in order to preserve the Company’s qualification as a sum real estate investment trust (“REIT”) under the Internal Revenue Code of money 1986, as follows: from amended, the Closing Company, upon not less than 45 nor more than 60 calendar days’ written notice (the “Redemption Notice”) before the redemption date (the “Redemption Date”) to the Trustee, the Paying Agent (if other than the Trustee) and each Holder, may redeem all of the Notes then outstanding at a redemption price (the “Redemption Price”) equal to 100% principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date through 30 days (unless the Redemption Date falls after a Regular Record Date but on or prior to the Closing Date - 120% from 31 days through 90 days after immediately succeeding Interest Payment Date, in which case the Closing Date - 135% from 91 days through 180 days after Company shall pay the Closing Date - 150% after 180 days following full amount of accrued and unpaid interest, together with Additional Interest, if any, to the Closing Date - 200Holder of record as of the close of business on such Regular Record Date, and the Redemption Price will be equal to 100% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable Notes to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"be redeemed). A Notice of Together with the Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give Notice, the Company Notice of Conversion in connection shall provide the Trustee with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating an Officers’ Certificate evidencing that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid Board of Directors has, in good funds faith, made the determination that it is necessary to redeem the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails Notes in order to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by preserve the Company, provided (i) no Event of Default, ’s qualification as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included a REIT for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionU.S. federal income tax purposes.

Optional Redemption. The Company (a) For six months from the date hereof, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% equal to one hundred twenty-five percent (125%) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription Agreement, Note or any other document delivered herewith (the Note(the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of this Note for which notice of conversion the Holder has been a pending election to convert, or for Conversion Notices given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have At any time and from time to time prior to January 15, 2025, the option Securities of redeeming any outstanding Notes ("Optional Redemption") by paying this series shall be redeemable, in whole or in part, at the Company's option, at a Redemption Price equal to the Subscriber greater of (i) 100% of the principal amount of such Securities to be redeemed, or (ii) as determined by a Quotation Agent, the sum of money the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as follows: of the Redemption Date), calculated as if the maturity date of the Securities were January 15, 2025, and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points; in each case, plus accrued and unpaid interest on such Securities to, but excluding, the Redemption Date. The Securities will be redeemable in whole or in part, at the Company's option, at any time and from the Closing Date through 30 days time to time on or after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200January 15, 2025, at a Redemption Price equal to 100% of the principal amount of the Note together with Securities being redeemed, plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to but excluding, the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Date. Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not any such redemption shall be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption mail to give the Company Notice of Conversion in connection with some or all Holders of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must Securities to be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal redeemed, not less than 30 days nor more than 60 days prior to the Redemption AmountDate, all as provided in the Indenture. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day On and after the Redemption Date ("Optional Redemption Payment Date"). In for the event Securities or any portion thereof called for redemption, as applicable, interest shall cease to accrue on such Securities or any portion thereof called for redemption, unless the Company fails defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for such Securities or any portion thereof called for redemption, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will Price of such Securities to be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal redeemed on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. Note proceeds may If less than all of the Securities of this series are to be redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be used to effect an Optional Redemptionredeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event shall Securities of a principal amount of $2,000 or less be redeemed in part.

Optional Redemption. The Company Purchased Securities will have be subject to redemption at any time on or after [________] at the option of redeeming any outstanding Notes ("Optional Redemption") by paying the Company, in whole or in part, pursuant to the Subscriber a sum redemption provisions of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Indenture, at [redemption prices], and thereafter at 100% of the principal amount of the Note thereof, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds All provisions contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Agreement to the same extent as if such provisions had been set forth in full herein. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This instrument may be signed by the parties in counterparts which together shall constitute one and the same agreement between the parties and shall become effective at such time as each of the parties shall have signed such counterparts and shall have notified the other party thereof. Please confirm your agreement herewith by having an authorized officer sign a copy of this Agreement in the space provided below. Very truly yours, [Underwriter] as Representative By: Name: Title: Accepted and Agreed to as of the Date First Above Written: ANHEUSER-XXXXX COMPANIES, INC. By: Schedule II DELAYED DELIVERY CONTRACT [Date] ANHEUSER-XXXXX COMPANIES, INC. Xxx Xxxxx Xxxxx St. Louis, Missouri 63118 Attention: Ladies and Gentlemen: The undersigned hereby agrees to purchase from Anheuser-Xxxxx Companies, Inc. (the Company), and the Company agrees to sell to the undersigned, principal amount of the Company’s (state title of issue) (the Securities) offered by the Company’s Prospectus dated and a Prospectus Supplement dated receipt of copies of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned agrees to purchase such Securities in the principal amounts and on the delivery dates (the Delivery Dates) set forth below: Delivery Date Principal Amount Plus Accrued Interest From: ______________________ $ ______________________ ______________________ ______________________ $ ______________________ ______________________ ______________________ $ ______________________ ______________________ Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or official bank check in immediately available funds at the Corporate Trust Office of (or at such other place as the undersigned and the Company shall agree) at 11:00 A.M., New York City Time, on such Delivery Date upon issuance and delivery to the undersigned of the Securities to be purchased by the undersigned on such Delivery Date in such authorized denominations and registered in such names as the undersigned may designate by written or telegraphic communications addressed to the Company not less than five business days prior to such Delivery Date. The obligation of the Company to sell and deliver, and of the undersigned to take delivery of and make payment for, Securities on each Delivery Date shall be subject to the conditions that (1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place, to Underwriters of such principal amount of the Securities as is to be sold and delivered to them. Promptly after completion of the sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Underwriters. Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. The undersigned represents and warrants that (a) as of the date of this contract, the undersigned is not prohibited under the laws of the jurisdictions to which the undersigned is subject from purchasing the Securities hereby agreed to be purchased and (b) the undersigned does not contemplate selling the Securities which it has agreed to purchase hereunder prior to the Delivery Date therefor. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be used assignable by either party hereto without the written consent of the other. This contract shall be governed by and construed in accordance with the laws of the State of New York. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is understood that the acceptance of any Delayed Delivery Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If the contract is acceptable to effect an Optional Redemption.the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so signed. Very truly yours, Accepted, as of the date first above written ANHEUSER-XXXXX COMPANIES, INC. By:

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying Subject to the Subscriber a sum provisions of money as follows: from the Closing Date through 30 days this Section, at any time after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% 12 month anniversary of the Original Issue Date, the Company may deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem all of the then outstanding principal amount of the this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable for cash in an amount equal to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Optional Redemption Amount") outstanding Amount on the 60th calendar day notice of redemption following the Optional Redemption Notice Date ("Notice of Redemption) is given to a Subscriber ("such date, the “Optional Redemption Date"”, such 60 calendar day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). A Notice The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of Redemption may not be given the Equity Conditions shall have been met (unless waived in connection with any portion of Note for which notice of conversion has been given writing by the Subscriber Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time before receipt during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within three Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of a the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice of Redemptionshall be null and void, ab initio. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in connection with some or full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the Note principal and interest which was the subject holders of the Notice then outstanding Notes based on their (or their predecessor’s) initial purchases of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Notes pursuant to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional RedemptionPurchase Agreement.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying Subject to the Subscriber a sum provisions of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums duethis Section 6, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt after the 18-month anniversary of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of Conversion in connection with its irrevocable election to redeem some or all of the Note then outstanding principal and interest which was the subject amount of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds this Debenture for cash in an amount equal to the Redemption Amount. The Optional Redemption Amount must be paid in good funds to on the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by 20th Trading Day following the Optional Redemption Payment Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect to nullify the Optional Redemption Notice will by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and time of delivery of the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under Notice through the Note. Any Notice of Redemption must be given to date all holders of Notes issued amounts owing thereon are due and paid in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionfull.

Optional Redemption. The Company will have the option of redeeming any outstanding Notes principal of the Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200Purchaser 104% of the principal amount of the Note such amount, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Purchaser arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption AmountREDEMPTION AMOUNT") outstanding on the day notice of redemption ("Notice of RedemptionNOTICE OF REDEMPTION") is given delivered to a Subscriber Purchaser ("Redemption DateREDEMPTION DATE"). A Notice of Redemption may not be given in connection with any portion of Note for which notice a Notice of conversion Conversion has been given by the Subscriber Purchaser at any time before receipt of a Notice of RedemptionRedemption or given pursuant to the following sentence. The Subscriber Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Company a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber Purchaser no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment DateOPTIONAL REDEMPTION PAYMENT DATE"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Datevoid. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, Default as described in the Note shall have occurred or be continuing; and (ii) the Company Note Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Commencing six (6) months after the original Issue Date of this Note, the Borrower will have the option of redeeming any prepaying the outstanding Notes Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - in cash equal to one hundred and fifty percent (150% after 180 days following the Closing Date - 200% %) of the principal Principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber Holder arising under this Subscription AgreementNote through the Redemption Payment Date, Note or any other document delivered herewith as defined below ("the “Redemption Amount") outstanding on the day ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing ("“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than fifteen (15) is given to a Subscriber Trading Days after the date of the Notice of Redemption ("the “Redemption Date"Period”). A Notice of Redemption Redemption, if given, may not be given in connection with any portion of Note for on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of RedemptionEquity Conditions have been in effect. A Notice of Redemption must shall not be accompanied by a certificate signed effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to Holder during the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DatePeriod. A Notice of Redemption may be given by only in connection with an amount of Common Stock that would not exceed the CompanyBeneficial Ownership Limitation. On the Redemption Payment Date, provided the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall 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 Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default, as described . In the event the Equity Conditions cease to be in effect prior to the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as payment of the Redemption Date. Note proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company Provided an Event of Default or an event which with the passage of time or the giving of notice would become an Event of Default has not occurred and the Trigger Conditions have occurred, then within ten (10) Business Days after the occurrence of the Trigger Conditions, the Borrower will have the option of redeeming any prepaying the unpaid and unconverted Principal Amount then outstanding Notes under this Note ("Optional Redemption") ), in whole or in part in increments of not less than $500,000, or the entire outstanding balance if less than $500,000 in the aggregate on this Note, by paying to the Subscriber Holder a sum of money as follows: from equal to the Closing Date through 30 Redemption Amount described below. Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Redemption Amount shall equal 105% of the outstanding Principal Amount being redeemed together with all interest accrued on this Note and all other amounts payable hereunder or pursuant to the Transaction Documents. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be thirty (30) days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject date of the Notice of Redemption. A Notice of Redemption must shall not be accompanied by a certificate signed by the chief executive officer or chief financial officer effective with respect to any portion of the Company stating that Principal Amount under this Note for which the Company Holder has on deposit and segregated ready funds equal a pending election to convert or for which a Conversion Notice is given prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount. The , less any portion of the Redemption Amount must against which the Holder has previously exercised its rights pursuant to Section 2.1, shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then (i) at the Holder’s election, such Notice of Redemption Notice will be null and void and or Holder may enforce the Company Notice of Redemption, (ii) Borrower will thereafter not have no further the right to effect an Optional deliver another Notice of Redemption, and at the Subscription's election, the Redemption Amount will (iii) Borrower’s failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an non-curable Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption DateDefault. A Notice of Redemption may be given by cancelled at the Companyoption of the Holder, provided (i) no if at any time during the Redemption Period an Event of Default, as described in or an event which with the Note shall have occurred passage of time or be continuing; and giving of notice would become an Event of Default (ii) the Company Shares issuable upon conversion whether or not such Event of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as Default has been cured), occurs. A Notice of the Redemption Date. Note proceeds may not be used given to effect an Optional RedemptionHolder in connection with that amount of Principal Amount and interest which, if converted, would be in excess of the then applicable blocker amount set forth in Section 2.3.

Optional Redemption. The So long as full cumulative dividends on all outstanding shares of Series A Preferred Stock for all dividend periods ending on or prior to the date fixed for redemption shall have been paid or declared and set apart for payment and subject to any applicable requirements of Texas law and the rights of the holders of any shares of any other series of Preferred Stock (or any similar stock) of the Company, the Company will shall have the option of redeeming to redeem the whole or any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% part of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). Series A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber Preferred Stock at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business on at least 30 days after receipt of a Notice of Redemption to give notice in accordance with the Company Notice of Conversion in connection with some or all provisions of the Note principal and interest which was procedures for redemptions set forth in the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by TBCA at a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds redemption price equal to the Redemption Amount. The Redemption Amount must be paid in good funds greater of (a) $200 and (b), subject to the Subscriber no later than provision for adjustment hereinafter set forth, 200 times the seventh (7th) business day after "current per share market price" of the Redemption Date ("Optional Redemption Payment Date")Common Stock on the date of mailing of the notice of redemption, together with unpaid accumulated dividends to the date of such redemption. In the event the Company fails to pay shall at any time after the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Rights Declaration Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event declare any dividend on Common Stock payable in shares of DefaultCommon Stock, as described in the Note shall have occurred or be continuing; and (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were otherwise entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. The "current per share market price" on any date shall be deemed to be the average of the closing price per share of such Common Stock for the 10 consecutive "trading days" (as such term is hereinafter defined) immediately prior to such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Company. If on such date no such market maker is making a market in the Common Stock, the fair value of the Common Stock on such date as determined in good faith by the Board of Directors of the Company Shares issuable upon conversion shall be used. The term "trading day" shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the full outstanding Note principal Common Stock is not listed or admitted to trading on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of New York are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used authorized or obligated by law or executive order to effect an Optional Redemptionclose.

Optional Redemption. The Company will have Except as provided in this Section 5(a), the option Series E Preferred Stock shall not be redeemable. At any time that (i) the Trust (or any successor entity established for the sole benefit of redeeming any outstanding Notes ("Optional Redemption"the United States Treasury) by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200“beneficially owns” less than 30% of the principal amount aggregate voting power of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; ’s voting securities and (ii) no holder of the Series E Preferred Stock controls the Company, the Company Shares issuable upon conversion may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of the full outstanding Note principal are included Series E Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, the Series E Preferred Stock in whole or in part at a redemption price per share equal to 100% of its Liquidation Amount, plus, for unrestricted resale in a registration statement effective as purposes of the Redemption redemption price only and except as set forth in the last sentence of the next paragraph, an amount equal to all declared but unpaid dividends for the then current Dividend Period to such redemption date (regardless of whether any dividends are actually declared for that Dividend Period). “Control” for purposes of this Section 5(a) means the power to direct the management and policies of the Company, directly or indirectly, whether through the ownership of voting securities, by contract, by the power to control the Board of Directors or otherwise. “Beneficially owns” for purposes of this Section 5(a) is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended to the Signing Date. Note proceeds For the avoidance of doubt, while there is Board of Directors control (or the potential to gain Board of Directors control as a result of existing contractual rights) by any holder of the Series E Preferred Stock, the Company may not redeem any of the Series E Preferred Stock. The redemption price for any shares of the Series E Preferred Stock shall be used payable on the redemption date to effect an Optional Redemptionthe holder of such shares against surrender of the certificate(s) evidencing such shares to the Company or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

Optional Redemption. The Company Provided an Event of Default (as defined in this Agreement and the Note) has not occurred, whether or not such Event of Default has been cured, the Borrower will have the option of redeeming any prepaying the outstanding Notes principal amount of this Note ("Optional Redemption") ), in whole or in part, together with interest accrued thereon, by paying to the Subscriber Holder a sum of money as follows: from the Closing Date through 30 days after the Closing Date - equal to one hundred twenty percent (120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% %) of the principal amount of the Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber Holder arising under this the Note, the Subscription Agreement, Note Agreement or any other document delivered herewith Transaction Document (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given to a Subscriber the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than thirty (30) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption may shall not be given in connection effective with respect to any portion of the Note for which notice of conversion the Holder has been given a pending election to convert, or for Conversion Notices by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal Holder prior to the Redemption AmountPayment Date. The On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")Holder. In the event the Company Borrower fails to pay the Redemption Amount by on the Optional Redemption Payment DateDate as set forth herein, then the (i) such Notice of Redemption Notice will be null and void and the Company void, (ii) Borrower will thereafter have no further right to effect an Optional deliver another Notice of Redemption, and at the Subscription(iii) Borrower's election, the Redemption Amount will failure may be deemed by Holder to be a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no non-curable Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company will have prior to January 26, 2023. On or after January 26, 2023, the option of redeeming any outstanding Notes Company may redeem ("an “Optional Redemption"”) by paying to for cash all or any portion of the Subscriber a sum Notes, at the Redemption Price, if the Last Reported Sale Price of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - Common Shares exceeds 150% after 180 days following the Closing Date - 200% of the principal amount Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Note together Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with accrued but unpaid interest thereon and any and Section 16.02; provided that the Company may not exercise its Optional 92 Redemption right unless (x) all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document Common Shares delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with Holder that elects to convert all or any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of its Notes issued in connection with the Offering, related Redemption Notice are freely tradeable under Rule 144 by such Holder (other than the Company’s Affiliates or a Holder that has been the Company’s Affiliate at any time during the three months preceding) without restriction pursuant to Rule 144 or (y)(I) a shelf registration statement registering the resale of all Common Shares delivered to a Holder that elects to convert all or any portion of its Notes in proportion connection with the related Redemption Notice is effective under the Securities Act and available for use by such Holder and (II) the Company expects such shelf registration statement to their holdings remain effective and so available for use from the date of Note principal on the delivery of such Common Shares through the date that is thirty (30) calendar days following such delivery. The Company may not exercise its Optional Redemption right at any time when any “Holder” as defined in and pursuant to the Exchange Agreement is in possession of material non-public information about the Company or its securities that has been provided to such Holder by the Company or its representatives pursuant to a Redemption Date. A Notice of Redemption may be given non-disclosure or similar agreement with the Company or otherwise (as reasonably determined by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption).

Optional Redemption. The Company will have Issuer may, at its option beginning with the option of redeeming Floating Interest Payment Date on September 28, 2022, or on any outstanding scheduled Floating Interest Payment Date thereafter, redeem the Subordinated Notes ("Optional Redemption") by paying in whole or in part at a redemption price equal to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200100% of the principal amount of the Note together with redeemed Subordinated Notes, plus any accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising date of the redemption. The option of redemption is subject to consultation with the Federal Reserve Bank of Boston. The Issuer will notify by mail Noteholders of the Subordinated Notes to be redeemed at least 30 but not more than 60 calendar days before the scheduled redemption. If the Issuer is redeeming less than all the Subordinated Notes, the Issuing and Paying Agent under this Subscription Agreementthe Issuing and Paying Agency Agreement must select the Subordinated Notes to be redeemed by such method as the Issuing and Paying Agent deems fair and appropriate subject to the rules and procedures of DTC. Any time the Subordinated Notes remain outstanding, Note to the extent the Issuer makes a reasonable determination (as evidenced by an officers’ certificate delivered to the Issuing and Paying Agent) that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws (or any other document delivered herewith ("Redemption Amount"rules or regulations thereunder) outstanding of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the day notice date of redemption ("Notice issuance of Redemption) the Subordinated Notes, there is given to a Subscriber ("Redemption Date"). A Notice of Redemption may more than an insubstantial risk that the Issuer is not, or will not be given entitled to treat the Subordinated Notes as “Tier 2” capital (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve Board (the “Federal Reserve”), as then in connection with any portion of Note for which notice of conversion has been given by effect and applicable to the Subscriber at any time before receipt of a Notice of RedemptionIssuer. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption Issuer may, at its option, redeem the Subordinated Notes in whole or in part on not fewer than 30 nor greater than 60 days’ prior notice mailed to give the Company Notice of Conversion in connection with some or all holders of the Note principal and interest which was the Subordinated Notes, subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds Federal Reserve’s approval, to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date")extent required. In the event of any such redemption, the Company fails redemption price shall be 105% of the aggregate principal amount of the notes being redeemed (plus accrued and unpaid interest through the early redemption date). On and after any redemption date, interest will cease to accrue on the Subordinated Notes called for redemption. On or prior to any redemption date, the Issuer is required to deposit with the Issuing and Paying Agent money sufficient to pay the Redemption Amount by redemption price of and accrued interest on the Optional Redemption Payment Date, then the Redemption Notice will notes to be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal redeemed on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemptionsuch date.

Optional Redemption. All or a portion of the Series PPP Bonds may be redeemed at the Company’s option at any time or from time to time pursuant to this paragraph. The Company price at which the Series PPP Bonds will have be redeemed pursuant to this paragraph (the option of redeeming any outstanding Notes “Redemption Price”) on the date fixed for such redemption ("Optional Redemption"the “Redemption Date”) by paying will be equal to the Subscriber a sum greater of money as followsthe following amounts: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200(a) 100% of the unpaid principal amount of the Note together with Series PPP Bonds being redeemed on the Redemption Date; or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Series PPP Bonds being redeemed on that Redemption Date (not including any portion of any payments of accrued but and unpaid interest to the Redemption Date) discounted to the Redemption Date on a semiannual basis at the Adjusted Treasury Rate (as defined below) plus 12.5 basis points, as determined by the Independent Investment Banker (as defined below), plus, in each case, accrued and unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption AmountDate. The Redemption Amount must be paid in good funds A partial redemption of the Series PPP Bonds, whether pursuant to the Subscriber no later than provisions set forth in the seventh preceding paragraph or, as provided below, under certain circumstances specified in the second paragraph of Section 13 of Article XI of the Indenture in the case of the disposition or taking of certain properties of the Company, will result in each remaining installment of principal on the Series PPP Bonds (7thfor the avoidance of doubt, excluding any installments of principal that are payable on any Series PPP Payment Dates falling on or prior to the applicable redemption date) business day after being reduced in the Redemption Date same proportion as the aggregate unpaid principal amount of the Series PPP Bonds is reduced by such partial redemption. For purposes of the foregoing calculation, ("Optional Redemption Payment Date"). In A) if the event the Company fails to pay the Redemption Amount by the Optional Redemption applicable redemption date falls on a Series PPP Payment Date, then the proportion by which the aggregate unpaid principal amount of the Series PPP Bonds is reduced by such partial redemption shall be calculated after giving effect to the installment of principal that is paid on such Series PPP Payment Date and (B) if the amount of the semi-annual installment of principal on any outstanding Series PPP Bond resulting from such calculation is not an integral multiple of $1,000, such amount shall be rounded downwards to the nearest integral multiple of $1,000. Notwithstanding the provisions of the second preceding paragraph, installments of interest and installments of principal payable on the Series PPP Bonds that are due and payable on Series PPP Payment Dates falling on or prior to a Redemption Notice Date will be null and void payable on such Series PPP Payment Dates to the registered holders of such Series PPP Bonds as of the close of business on the relevant record dates according to the terms of the Series PPP Bonds and the Company Indenture. The Redemption Price will, if applicable, be calculated on the basis of a 360-day year consisting of twelve 30-day months. Notice of any redemption will thereafter have no further right be mailed at least 30 days, but not more than 60 days, before the Redemption Date to effect an Optional Redemptioneach registered holder of the Series PPP Bonds to be redeemed. Once notice of redemption is mailed, the Series PPP Bonds called for redemption will become due and payable on the Redemption Date and at the Subscription's electionapplicable Redemption Price, plus accrued and unpaid interest to the Redemption Amount will be deemed a Mandatory Redemption Payment and Date, provided that the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event Company may rescind any notice of Default under redemption by notice given not less than five days prior to the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a proposed Redemption Date. A Notice of Redemption may will not be given conditional upon receipt by the Company, provided (i) no Event Trustee of Default, as described in monies sufficient to pay the Note shall have occurred or be continuing; and (ii) Redemption Price. Unless the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale defaults in a registration statement effective as payment of the Redemption DatePrice, on and after the Redemption Date interest will cease to accrue on the Series PPP Bonds or portions thereof called for redemption. Note proceeds may not be used to effect an Optional RedemptionThe Company will pay the Redemption Price and any accrued interest once the Series PPP Bonds are surrendered for redemption. If only a portion of any Series PPP Bonds is redeemed, the Trustee will deliver new Series PPP Bonds for the remaining portion without charge.