Common use of Optional Redemption Clause in Contracts

Optional Redemption. The Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

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 Note ("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 record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 125100% of the principal amount of the portion of the Note described below 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 of Redemption) or such shorter period as is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery satisfactory to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(iiTrustee) of the Noteaggregate principal amount of Notes to be redeemed and their Redemption Date. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption In connection with any redemption prior to the Par Call Date, the Company shall give the Company Notice of Conversion in connection with some or all Trustee notice of the Note principal related Redemption Price promptly after the calculation thereof and interest which was the subject of the Notice of Redemption 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 if the Company has on deposit and segregated ready funds equal requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption AmountPrice in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Amount must be paid Price. The 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 date of redemption, the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date")Notes to be redeemed in part. In the event Neither the Company fails to pay nor the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will Trustee shall 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. 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 occurredopening 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; and or (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. Purchase Price proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Company will have the option of redeeming any outstanding may prepay this Note ("“Optional Redemption"”) by paying to the Subscriber Holder a sum of money equal to 125% one hundred percent (100%) of the principal amount of the portion of the Note described below 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 must , which date shall be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. 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 Redemption provided (the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Note“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 fifth (5th) 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, make such payments to all holders of Outstanding Notes on a pro rata basis based upon 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 each Outstanding Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying pay a redemption price equal to the Subscriber a sum of money equal to 125greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the Note described below together with date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued but 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 date of redemption on the day Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption ("Notice at least 15 days, but not more than 60 days, before the redemption date to each Holder of Redemption) is given the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, redemption date if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only notice is issued in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) defeasance of the Note. The Subscriber may elect within five (5) business days after receipt of Securities or a Notice of Redemption to give the Company Notice of Conversion in connection with some or all satisfaction and discharge of the Note principal and interest which was the subject Indenture. Notices of the Notice of Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds redemption may not be used conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to effect an Optional Redemption.accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying pay a redemption price equal to the Subscriber a sum of money equal to 125greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the Note described below together with date of redemption) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 20 basis points; plus, in either of the above cases, accrued but 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 date of redemption on the day Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption ("Notice at least 15 days, but not more than 60 days, before the redemption date to each Holder of Redemption) is given the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, redemption date if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only notice is issued in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) defeasance of the Note. The Subscriber may elect within five (5) business days after receipt of Securities or a Notice of Redemption to give the Company Notice of Conversion in connection with some or all satisfaction and discharge of the Note principal and interest which was the subject Indenture. Notices of the Notice of Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds redemption may not be used conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to effect an Optional Redemption.accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:

Optional Redemption. The Company will have may redeem the option of redeeming Securities at any outstanding Note ("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 calculated by the Company equal to 125the greater of: • 100% of the principal amount of the portion Securities to be redeemed; and • the sum of the Note described below together with accrued but unpaid 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 must be given, if at all, within two hours Unless the Company defaults in the payment of the delivery redemption price, interest will cease to accrue on any Securities that have been called for redemption at the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Noteredemption date. 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 If fewer than all of the Note principal and interest which was the subject of the Notice of Redemption 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 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemptioncalculate any redemption price or premium.

Optional Redemption. The Company will have Issuer may redeem the Notes at any time at the option of redeeming any outstanding Note ("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 equal 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 125% 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 more than 60 nor less than 30 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 portion Notes held by such Holder to be redeemed. If all or less than all of the Note described below together with accrued but unpaid interest thereon and any and all other sums dueNotes 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 of Redemption) or such shorter period as is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery satisfactory to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(iiTrustee) of the Noteaggregate principal amount of Notes to be redeemed and their Redemption Date. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to Issuer shall give the Company Notice of Conversion in connection with some or all Trustee notice of the Note principal Make-Whole Amount promptly after the calculation thereof and interest which was if the subject Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Notice of Redemption provided Original Indenture, such notice from the Conversion Price elected by Issuer shall be given to the Subscriber is Trustee at such time as shall permit the Maximum Base Price set forth in SECTION 2.1(b)(i) Trustee to include notice of the NoteMake-Whole Amount in such notice of redemption. A Notice of Redemption must be accompanied by a certificate signed by The Trustee shall have no responsibility for calculating 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described redeemed in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale whole or in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying pay a redemption price equal to the Subscriber a sum of money equal to 125greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the Note described below together with date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points; plus, in either of the above cases, accrued but 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 date of redemption on the day Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption ("Notice at least 15 days, but not more than 60 days, before the redemption date to each Holder of Redemption) is given the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, redemption date if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only notice is issued in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) defeasance of the Note. The Subscriber may elect within five (5) business days after receipt of Securities or a Notice of Redemption to give the Company Notice of Conversion in connection with some or all satisfaction and discharge of the Note principal and interest which was the subject Indenture. Notices of the Notice of Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds redemption may not be used conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to effect an Optional Redemption.accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:

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 Note 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 equal to 125% Notes) and the Noteholders 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 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 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 fifth (5th) 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 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 made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the 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 and other amounts due in respect of the Notes, is paid in full 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 related Indenture Supplement. (b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation. (c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through (i) a Permitted Refinancing, (ii) the use of the proceeds of issuance and sale of a new Series of Notes issued hereunder, or (iii) the use of the proceeds received of any amounts funded under any Variable Funding Notes on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ prior notice to the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Notice will be null and void and by the Company will thereafter have no further right Issuer pursuant to effect an Optional Redemption, and at the Subscription's electionSection 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount will be deemed a Mandatory on the date set for such redemption (the “Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event ”). (d) The Issuer may redeem any Series or Class of Default under the Note. A Notice of Redemption may be given by the Company, provided Notes through (i) no Event a Permitted Refinancing, (ii) the use of Defaultproceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, as described or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the Noterelated Indenture Supplement. (e) If necessary to satisfy the Collateral Test, the Notes of any Series or Class of Variable Funding Notes shall have occurred; be subject to repayment by the Issuer, in whole or in part, up to the amount necessary to satisfy the Collateral Test, using any other cash or funds of the Issuer other than Collections on the Receivables, upon one (1) Business Day’s prior notice from the Issuer to the Indenture Trustee, each Derivative Counterparty and the related VFN Noteholders. Any such repayment pursuant to this Section 13.1(e) shall reduce the principal balance of such Variable Funding Notes but shall not result in a reduction of any funding commitments related thereto or the Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such Variable Funding Notes and the Issuer) and (ii) the Company Shares issuable upon conversion may be made on a non-pro rata basis with other Series of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionVariable Funding Notes.

Optional Redemption. The Company Borrower will have the option of redeeming any prepaying the outstanding Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money in cash equal to 125% one hundred and twenty percent (120%) of the principal Principal amount of the portion of the Note described below 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 ”). ▇▇▇▇▇▇▇▇’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 Redemption, if given, must be given, if at all, within two hours of given on the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for first business day following twenty (20) consecutive trading days (“Lookback Period”) during which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth Equity Conditions have been in SECTION 2.1(b)(i) of the Noteeffect. 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 fifth (5th) 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 NotePeriod. 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; 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. Purchase Price proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company If specified in the applicable prospectus supplement, we may elect to redeem all or part of the outstanding debt securities of a series from time to time before the maturity date of the debt securities of that series. Upon such election, we will have notify the option indenture trustee of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% of redemption date and the principal amount of debt securities of the series to be redeemed. If less than all the debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and conditions of those debt securities. Notice of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption. This notice will include the following information, as applicable: the redemption date; the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular debt securities to be redeemed; that on the redemption date the redemption price will become due and payable upon each security to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such is the case. Prior to any redemption date, we will deposit or cause to be deposited with the indenture trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the applicable indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the redemption date shall be an interest payment date or the debt securities of such series provide otherwise) accrued interest on, all of the debt securities or the part thereof to be redeemed on that date. On the redemption date, the redemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will execute, and the indenture trustee will authenticate and deliver to a holder without service charge, new debt securities of the same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the unredeemed 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 debt securities 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemptionholder surrenders.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying pay a redemption price equal to the Subscriber a sum of money equal to 125greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the Note described below together with date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points; plus, in either of the above cases, accrued but 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 date of redemption on the day Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption ("Notice at least 15 days, but not more than 60 days, before the redemption date to each Holder of Redemption) is given the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, redemption date if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only notice is issued in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) defeasance of the Note. The Subscriber may elect within five (5) business days after receipt of Securities or a Notice of Redemption to give the Company Notice of Conversion in connection with some or all satisfaction and discharge of the Note principal and interest which was the subject Indenture. Notices of the Notice of Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds redemption may not be used conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to effect an Optional Redemption.accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:

Optional Redemption. The Company will have Issuer may redeem the option of redeeming Notes in whole or in part, at its option, at any outstanding Note ("Optional Redemption") by paying time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the Subscriber a sum registered address of money each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before November 10, 2025 (the “Par Call Date”), the redemption price will be equal to 125the greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum of the Note described below together with present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 15 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and any unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and all other sums due, accrued payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding registered Holders as of the close of business on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery relevant record date according to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by Notes and the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the NoteIndenture. 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 On and interest which was the subject of the Notice of Redemption 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 fifth (5th) business day 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 Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, then if any. 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 15 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. Such notice shall state the Company will thereafter have no further right Redemption Price (if known) or the formula pursuant to effect an Optional Redemption, and 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. A Notice of Redemption may be given by the CompanyPrice, provided (i) no Event of Default, calculated as described set forth in the NoteIndenture, shall have occurred; and (ii) the Company Shares issuable upon conversion be set forth in an Officers’ 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. Purchase Price 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 Commencing on the original Issue Date of this Note, the Borrower will have the option of redeeming any prepaying the outstanding Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money in cash equal to one hundred and twenty-five percent (125% %) of the principal Principal amount of the portion of the Note described below 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 ”). ▇▇▇▇▇▇▇▇’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 must be Redemption, if given, if at all, within two hours of may be given on the delivery to first Trading Day following ten (10) consecutive Trading Days (the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for “Lookback Period”) during which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth Equity Conditions have been in SECTION 2.1(b)(i) of the Noteeffect. 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 fifth (5th) 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 NotePeriod. 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; 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. Purchase Price proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of 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 equal to 125% of determined by multiplying the principal amount of the portion of the Note described below 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 must may not be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only given in connection with a any portion of Note or Put Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) at any time before receipt of the Notea 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the NoteRedemption. 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 fifth (5th) 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, Note shall have occurredoccurred 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. Purchase Price proceeds Only one Notice of Redemption may not be used given to effect an Optional Redemptionthe Subscriber.

Optional Redemption. The Company will have the option of redeeming any outstanding Note Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125110% 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 must may not be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only given in connection with a portion of a Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the NoteSubscriber. 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 45 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery to the Company by facsimile of a Conversion Notice Notes to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after excluding, the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price , interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds may in any manner that is not be used to effect an Optional Redemptionprohibited by the Indenture.

Optional Redemption. The Company will have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery to the Company by facsimile of a Conversion Notice Notes to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after excluding, the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price proceeds may not be used , interest will cease to effect an Optional Redemptionaccrue on Notes or portions thereof called for redemption.

Optional Redemption. The Company will have the option of redeeming any outstanding Note ("Optional Redemption"a) by paying Prior to the Subscriber Applicable Par Call Date, the Company may at its option redeem the Notes of a sum series, in whole or in part, at any time or from time to time, at a Redemption Price in respect of money the Notes to be redeemed equal to 125the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date therefor: (i) 100% of the aggregate 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 such Notes being redeemed on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("such Optional Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and and (ii) the Company Shares issuable upon conversion sum of the full outstanding Note present values of the remaining scheduled payments of principal and interest on such Notes being redeemed that would be due if the series of such Notes to be redeemed matured on the Applicable Par Call Date (not including any portion of such payments of interest accrued to such Optional Redemption Date) discounted to such Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the Applicable Spread for the series of such Notes to be redeemed. (b) On and after the Applicable Par Call Date, the Company may at its option redeem the Notes of a series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of such Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date therefor. (c) If the Company redeems Notes of a series at its option, then (a) notwithstanding the foregoing (and without duplication), installments of interest on the Notes of such series that are included due and payable on any Interest Payment Date falling on or prior to an Optional Redemption Date for unrestricted resale in a registration statement effective the Notes of such series will be payable on that Interest Payment Date to the Holders thereof as of the close of business on the Regular Record Date immediately preceding such Interest Payment Date, according to the terms of the Notes of such series and the Indenture and (b) the Redemption Date. Purchase Price proceeds may not for such Notes will, if applicable, be used to effect an Optional Redemptioncalculated on the basis of a 360-day year consisting of twelve 30-day months.

Optional Redemption. The At any time prior to March 15, 2022, the Company 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 March 15, 2022, the Notes will have be redeemable at the option of redeeming any outstanding Note ("Optional Redemption") by paying the Company, in whole or from time to the Subscriber time in part, at a sum of money redemption price equal to 125100% of the principal amount of the portion Notes to be redeemed plus accrued interest thereon to the Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Note described below together 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 accrued but unpaid interest thereon and 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 less than 30 days nor more than 60 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 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 of Redemption) or such shorter period as is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery satisfactory to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(iiTrustee) of the Noteaggregate principal amount of Notes to be redeemed and their Redemption Date. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to Company shall give the Company Notice of Conversion in connection with some or all Trustee notice of the Note principal Make-Whole Amount promptly after the calculation thereof and interest which was the subject of the Notice of Redemption 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 if the Company has on deposit and segregated ready funds equal requested that the Trustee give to the Redemption Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the 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 date of redemption, the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date")Notes to be redeemed in part. In the event Neither the Company fails to pay nor the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will Trustee shall 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. 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 occurredopening 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; and or (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. Purchase Price proceeds may not be used to effect an Optional Redemptionpart.

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 Note ("Optional Redemption") by paying the Issuer, in whole or from time to the Subscriber time in part, at a sum of money redemption price equal to 125100% of the principal amount of the portion Notes to be redeemed plus accrued interest thereon to the Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Note described below together 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 accrued but unpaid interest thereon and 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 less than 30 days nor more than 60 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 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 Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption ("Notice of Redemption) or such shorter period as is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery satisfactory to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(iiTrustee) of the Noteaggregate principal amount of Notes to be redeemed and their Redemption Date. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to Issuer shall give the Company Notice of Conversion in connection with some or all Trustee notice of the Note principal Make-Whole Amount promptly after the calculation thereof and interest which was if the subject Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Notice of Redemption provided Base Indenture, such notice from the Conversion Price elected by Issuer shall be given to the Subscriber is Trustee at such time as shall permit the Maximum Base Price set forth in SECTION 2.1(b)(i) Trustee to include notice of the NoteMake-Whole Amount in such notice of redemption. A Notice of Redemption must be accompanied by a certificate signed by The Trustee shall have no responsibility for calculating 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 fifth (5th) 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. 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 occurredopening 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; and or (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. Purchase Price proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Company will have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery to the Company by facsimile of a Conversion Notice Notes to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after excluding, the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price , interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds may in any manner that is not be used to effect an Optional Redemptionprohibited by the Indenture.

Optional Redemption. The Company Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price will have the option of redeeming any outstanding Note ("Optional Redemption") by paying be equal to the Subscriber a sum of money equal to 125greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum of the Note described below together with accrued but unpaid interest thereon and any and all other sums duepresent values of the Remaining Scheduled Payments, accrued or payable 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), Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to using a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery rate equal to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five Treasury Rate plus 25 basis points (5) business days after receipt of a Notice of Redemption such sum 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price be calculated as set forth in SECTION 2.1(b)(ithe Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the Note. A Notice close of Redemption must be accompanied by a certificate signed by business on the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal relevant Regular Record Date according to the Redemption AmountNotes and the Indenture. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion Price of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Notes to be redeemed on the Redemption Date. Purchase If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; 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 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price proceeds may (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be used determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to effect be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Optional RedemptionOfficer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. 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.

Optional Redemption. The Company will have the option of redeeming any outstanding Note Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the NoteRedemption. 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 fifth (5th) 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. 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; 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. Purchase Price Note proceeds may not be used to effect an Optional Redemption.

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 Note ("Optional Redemption") by paying to the Subscriber a sum Company at the redemption price of money equal to 125% of the $1,000 per $1,000 principal amount of Notes, plus any interest accrued but not paid prior to (but not including) the 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, pre-payment penalties, fees or other expenses due thereunder and (ii) the New Conversion Rights Date. Unless the Company 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 described below together with accrued but unpaid interest thereon and any and all other sums dueso selected, accrued or payable the converted portion of such Note shall be deemed to be the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of portion selected for redemption ("Notice provided, however, that the Holder of Redemption) is given such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a Subscriber ("Redemption Date"result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note). A Notice Notes which have been converted during a selection of Redemption must Notes to be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given redeemed may be treated by the Subscriber employing Trustee as outstanding for the Conversion Price described in SECTION 2.1(b)(ii) purpose of the Notesuch selection. 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 On and interest which was the subject of the Notice of Redemption 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event , interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company fails to pay defaults in the payment of the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null Price and void accrued 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 Dateunpaid interest. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may redemption will be given by the Company, Company to the Holders as provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional RedemptionIndenture.

Optional Redemption. The Company will have Issuer may redeem the option of redeeming Notes in whole or in part, at its option, at any outstanding Note ("Optional Redemption") by paying time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the Subscriber a sum registered address of money each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before May 15, 2029 (the “Par Call Date”), the redemption price will be equal to 125the greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum of the Note described below together with present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 35 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and any unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and all other sums due, accrued payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding registered Holders as of the close of business on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery relevant record date according to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by Notes and the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the NoteIndenture. 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 On and interest which was the subject of the Notice of Redemption 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 fifth (5th) business day 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 Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, then if any. 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 15 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. Such notice shall state the Company will thereafter have no further right Redemption Price (if known) or the formula pursuant to effect an Optional Redemption, and 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. A Notice of Redemption may be given by the CompanyPrice, provided (i) no Event of Default, calculated as described set forth in the NoteIndenture, shall have occurred; and (ii) the Company Shares issuable upon conversion be set forth in an Officers’ 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. Purchase Price 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 have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery to the Company by facsimile of a Conversion Notice Notes to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after excluding, the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price , interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds may in any manner that is not be used to effect an Optional Redemptionprohibited by the Indenture.

Optional Redemption. The Company will have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery to the Company by facsimile of a Conversion Notice Notes to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after excluding, the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price , interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds may in any manner that is not be used to effect an Optional Redemptionprohibited by the Indenture.

Optional Redemption. The Company will have the option of redeeming any ------------------- outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION Section 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Borrower will have the option of redeeming any prepaying the outstanding Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money in cash equal to 125% one hundred and fifty percent (150%) of the principal Principal amount of the portion of the Note described below 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 ”). B▇▇▇▇▇▇▇’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 must be Redemption, if given, if at all, within two hours may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the delivery to Equity Conditions [until six months after the Company by facsimile of a Conversion Notice but only in connection with a portion of Note Original Issue Date, except for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(iipart (c) and (i) of the Note. The Subscriber may elect within five (5) business days after receipt definition of a Notice of Redemption to give the Company Notice of Conversion Equity Conditions] have been in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Noteeffect. 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 fifth (5th) 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 NotePeriod. 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; 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. Purchase Price proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of 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 Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money in cash equal to one hundred and twenty-five percent (125%) of the Principal amount to be redeemed (or, if the average VWAP of the Common Stock for the ten trading days immediately prior to the date the Notice of Redemption is given is $5.00 or more, 100% of the principal Principal amount of the portion of the Note described below 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 ”). ▇▇▇▇▇▇▇▇’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 must shall not be given, if at all, within two hours effective with respect to any portion of the delivery Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Company by facsimile of a Conversion Notice but only in connection with a Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of Note for the Redemption Amount against which notice of the Holder has permissibly exercised its conversion has been given by rights (whether before or after the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 giving of the Notice of Redemption 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 Redemption), shall be paid in good funds to the Subscriber no later than the fifth (5th) 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. 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; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 45 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery to the Company by facsimile of a Conversion Notice Notes to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after excluding, the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price proceeds may not be used , interest will cease to effect an Optional Redemptionaccrue on Notes or portions thereof called for redemption.

Optional Redemption. The Company will have Issuer may redeem the option of redeeming Notes in whole or in part, at its option, at any outstanding Note ("Optional Redemption") by paying time or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the Subscriber a sum registered address of money each Holder of the Notes (the “Redemption Date”). The redemption price will be equal to 125the greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum of the Note described below together with accrued but unpaid present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption, exclusive of interest accrued and any and all other sums dueunpaid to, accrued or payable but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, 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), Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to using a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery rate equal to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five Treasury Rate plus 20 basis points (5) business days after receipt of a Notice of Redemption such sum 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price be calculated as set forth in SECTION 2.1(b)(ithe Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the Note. A Notice close of Redemption must be accompanied by a certificate signed by business on the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal relevant record date according to the Redemption AmountNotes and the Indenture. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Optional Redemption Payment DateTrustee by lot, then on a pro-rata basis or by such method as the Trustee deems appropriate; 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 30 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. Such notice shall state the Company will thereafter have no further right Redemption Price (if known) or the formula pursuant to effect an Optional Redemption, and 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. A Notice of Redemption may be given by the CompanyPrice, provided (i) no Event of Default, calculated as described set forth in the NoteIndenture, shall have occurred; and (ii) the Company Shares issuable upon conversion be set forth in an Officers’ 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. Purchase Price 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 have the option of redeeming ------------------- any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION Section 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have Issuer may redeem the option of redeeming Notes in whole or in part, at its option, at any outstanding Note ("Optional Redemption") by paying time or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the Subscriber a sum registered address of money each Holder of the Notes (the “Redemption Date”). The redemption price will be equal to 125the greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum of the Note described below together with accrued but unpaid present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption, exclusive of interest accrued and any and all other sums dueunpaid to, accrued or payable but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, 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), Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to using a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery rate equal to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five Treasury Rate plus 15 basis points (5) business days after receipt of a Notice of Redemption such sum 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price be calculated as set forth in SECTION 2.1(b)(ithe Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the Note. A Notice close of Redemption must be accompanied by a certificate signed by business on the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal relevant record date according to the Redemption AmountNotes and the Indenture. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Optional Redemption Payment DateTrustee by lot, then on a pro-rata basis or by such method as the Trustee deems appropriate; 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 30 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. Such notice shall state the Company will thereafter have no further right Redemption Price (if known) or the formula pursuant to effect an Optional Redemption, and 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. A Notice of Redemption may be given by the CompanyPrice, provided (i) no Event of Default, calculated as described set forth in the NoteIndenture, shall have occurred; and (ii) the Company Shares issuable upon conversion be set forth in an Officers’ 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. Purchase Price 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 have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery to the Company by facsimile of a Conversion Notice Notes to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after excluding, the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price proceeds may not be used , interest will cease to effect an Optional Redemptionaccrue on Notes or portions thereof called for redemption.

Optional Redemption. The Company will have Issuer may redeem the option of redeeming Notes in whole or in part, at its option, at any outstanding Note ("Optional Redemption") by paying time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the Subscriber a sum registered address of money each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to 125the greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum of the Note described below together with present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and any unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and all other sums due, accrued payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding registered Holders as of the close of business on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery relevant record date according to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by Notes and the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the NoteIndenture. 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 On and interest which was the subject of the Notice of Redemption 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 fifth (5th) business day 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 Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, then if any. 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 15 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. Such notice shall state the Company will thereafter have no further right Redemption Price (if known) or the formula pursuant to effect an Optional Redemption, and 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. A Notice of Redemption may be given by the CompanyPrice, provided (i) no Event of Default, calculated as described set forth in the NoteIndenture, shall have occurred; and (ii) the Company Shares issuable upon conversion be set forth in an Officers’ 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. Purchase Price 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. (a) The Company will have provisions of Article XI of the option Base Indenture, as supplemented by the provisions of redeeming any outstanding Note ("Optional Redemption") by paying this Supplemental Indenture, shall apply to the Subscriber Notes. (b) At any time and from time to time, the Notes shall be redeemable, as a sum whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of money each Holder of the Notes to be redeemed, at a Redemption Price equal to 125the greater of (i) 100% of the principal amount of the portion Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the Note described below together with present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but unpaid interest thereon and any and all other sums duenot including, 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 discounted to the Redemption Amount. The Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Amount must Date for such Notes; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid in good funds on the Redemption Date to the Subscriber no later than holder of record on the fifth Regular Record Date. (5thc) business day On and after the Redemption Date ("Optional Redemption Payment Date"). In the event for such Notes, interest will cease to accrue on such Notes 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 the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Amount Price of the Notes to be redeemed on the Redemption Date, 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 by the Optional Redemption Payment DateTrustee by such method as the Trustee and the Depositary deems appropriate; provided, then however, that in no event, shall Notes of a principal amount of $1,000 or less be redeemed in part. (d) Notice of any redemption shall be mailed at least 30 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 Trustee is asked to give such notice it shall be notified in writing of such request at least 15 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 time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the Company will thereafter have delivered to the Trustee no further right later than two Business Days prior 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price 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 have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery to the Company by facsimile of a Conversion Notice Notes to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after excluding, the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price , interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds may in any manner that is not be used to effect an Optional Redemptionprohibited by the Indenture.

Optional Redemption. The Company will have Issuer may redeem the option of redeeming Notes in whole or in part, at its option, at any outstanding Note ("Optional Redemption") by paying time or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the Subscriber a sum registered address of money each Holder of the Notes (the “Redemption Date”). The redemption price will be equal to 125the greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum of the Note described below together with accrued but unpaid present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption, exclusive of interest accrued and any and all other sums dueunpaid to, accrued or payable but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, 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), Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to using a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery rate equal to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five Treasury Rate plus 25 basis points (5) business days after receipt of a Notice of Redemption such sum 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price be calculated as set forth in SECTION 2.1(b)(ithe Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the Note. A Notice close of Redemption must be accompanied by a certificate signed by business on the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal relevant record date according to the Redemption AmountNotes and the Indenture. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Optional Redemption Payment DateTrustee by lot, then on a pro-rata basis or by such method as the Trustee deems appropriate; 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 30 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. Such notice shall state the Company will thereafter have no further right Redemption Price (if known) or the formula pursuant to effect an Optional Redemption, and 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. A Notice of Redemption may be given by the CompanyPrice, provided (i) no Event of Default, calculated as described set forth in the NoteIndenture, shall have occurred; and (ii) the Company Shares issuable upon conversion be set forth in an Officers’ 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. Purchase Price 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 Borrower will have the option of redeeming any the outstanding principal amount of the Note ("Optional Redemption") ), subject to the other payment provisions herein, by paying to the Subscriber a sum of money equal to 125Purchaser 110% of the such 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 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 must may not be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only given in connection with a any portion of Note for which notice a Notice of conversion Conversion has been given by the Subscriber employing Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the Conversion Price described in SECTION 2.1(b)(ii) of the Notefollowing 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 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 AmountRedemption. The Redemption Amount must be paid in good funds to the Subscriber Purchaser no later than the fifth seventh (5th7th) 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 Notevoid. A Notice of Redemption may be given by the CompanyBorrower, provided (i) no Event of Default, Default as described in the Note, Note shall have occurredoccurred 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming (a) At any outstanding Note ("Optional Redemption") by paying time prior to the Subscriber Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to 125the greater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the Note described below together with payments of interest accrued but as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus 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 principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("such Notes being redeemed to, but excluding, the Redemption Date"). A Notice . (b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of Redemption must the principal amount of Notes to be givenredeemed, plus accrued and unpaid interest, if at allany, within two hours of on the delivery Notes to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant ant Record Date to receive interest due on the relevant Interest Payment Date"). In . (c) If the event optional Redemption Date is on or after a Record Date and on or before the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional RedemptionPerson in whose name the Note is registered at the close of business on such Record Date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date payable to Holders whose Notes will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given subject to redemption by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; . On 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 after the Redemption Date. Purchase Price , interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds may in any manner that is not be used to effect an Optional Redemptionprohibited by the Indenture.

Optional Redemption. The Company will have the option of redeeming may prepay this Note at any outstanding Note 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 equal to 125% months of the principal amount date of issue of this Note, the portion of Company prepays in full the Note described below 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 must , which date shall be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. 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 Redemption provided (the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Note“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 fifth (5th) 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, make such payments to all holders of Outstanding Notes on a pro rata basis based upon 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 each Outstanding Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Senior Notes will have be redeemable, at the option of redeeming the Company, in whole at any outstanding Note time or in part from time to time ("Optional Redemption"a “Redemption Date”), at a redemption price (the “Redemption Price”) by paying equal to the Subscriber a sum greater of money equal to 125(i) 100% of the principal amount of the Senior Notes to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed, not including any portion of the Note described below together with payments of interest accrued but as of such Redemption Date, discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, as calculated by an Independent Investment Banker; plus in each case, accrued and unpaid interest thereon on the Senior Notes to be redeemed to, but excluding, such Redemption Date. If the Company has given notice as provided in the Original Indenture and made funds available for the redemption of any and all other sums dueSenior Notes called for redemption on the Redemption Date referred to in that notice, those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued or payable to the Subscriber arising under this Subscription Agreementdate fixed for redemption will be paid as specified in such notice. The Company will give written notice of any redemption of any Senior Notes to Holders of the Senior Notes to be redeemed at their addresses, Note or any other document delivered herewith ("Redemption Amount") outstanding on as shown in the day Security Register for the Senior Notes, at least 30 days and not more than 60 days prior to the date fixed for redemption. The notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be givenwill specify, if at allamong other items, within two hours the date fixed for redemption, the redemption price and the aggregate principal amount of the delivery Senior Notes to be redeemed. If the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption chooses to give the Company Notice of Conversion in connection with some or redeem less than all of the Note principal and interest which was Senior Notes, the subject of the Notice of Redemption provided the Conversion Price elected particular Senior Notes to be redeemed shall be selected 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 Trustee not more than 45 days prior to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not The Trustee will select the method in its sole discretion, in such manner as it shall deem appropriate and fair, for the Senior Notes to be used to effect an Optional Redemptionredeemed in part.

Optional Redemption. The Company will have Securities are redeemable, at the option of redeeming the Company, at any outstanding Note 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 equal to 125business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the portion of the Note described below 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 must be givenThe Company will calculate the Make-Whole Premium, if at allany, within two hours of in good faith, applying the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price Treasury Rate determined as set forth in SECTION 2.1(b)(i) the definition thereof. The amount 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 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 fifth (5th) 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. 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; 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. Purchase Price 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 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 Note ("Optional Redemption") by paying time, and from time to time, at a redemption price equal to the Subscriber a sum of money equal to 125% of (i) the principal amount of the portion of the Note described below 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase 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 proceeds 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 will shall have the option of redeeming any outstanding Note right, in its ------------------- sole discretion, to redeem (an "Optional Redemption") by paying to the Subscriber all or a sum of money equal to 125% of the principal amount of the portion of the Note described below aggregate amount of principal of this Note, together with accrued but unpaid interest thereon and any and all other sums duethereon, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith as follows: ("Redemption Amount"i) outstanding If on the day notice date of redemption ("delivery of any Exchange Notice of Redemption) the Exchange Price for BLCI Stock is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be givenless than the Floor Exchange Price, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by shall have the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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 RedemptionRedemption of the principal amount, and accrued interest thereon, sought to be exchanged by the Holder as of such Exchange Date, 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 Price therefor on the date ten (10) days after the proposed Exchange Date, or first business day thereafter (an "Optional Redemption Payment Date" with respect to an Exchange Date). Such failure will also be deemed an Event The Company must exercise its right to effect such Optional Redemption by written notice thereof given to the Holder, on or before 8:00 p.m., New York time, on the next business day following the date of Default under the Notedelivery of such Exchange Notice. A Notice of Redemption may be given by the Companysuch Optional Redemption, provided (i) no Event of Default, as described in the Noteonce given, shall have occurred; and obligate the Company to make the Optional Redemption specified therein. (ii) If a Standstill Period continues for more than ninety (90) days, the Company Shares issuable upon conversion of shall have the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used right to effect an Optional Redemption of the unpaid principal amount of this Note at the Optional Redemption Price therefor on the date ten (10) days after the delivery of written notice to such effect, or first business day thereafter (an "Optional Redemption Date" with respect to a Standstill Period); provided, that the Purchaser shall be entitled to receive as Exchange Shares, calculated at the Exchange Price therefor, as Purchaser may be eligible to purchase on such date, with a pro tanto reduction in the Optional Redemption Price payable on such date. The Company must exercise its right to effect such Optional Redemption by written notice thereof given to the Holder, on or before 8:00 p.m., New York time, within ten (10) business days following the termination of such 90 day period. Notice of such Optional Redemption, once given, shall obligate the Company to make the Optional Redemption specified therein.

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 Principal amount of this Note ("“Optional Redemption") ”), in whole or in part, by paying to the Subscriber Holder a sum of money in cash equal to 125% one hundred percent (100%) of the principal Principal amount of the portion of the Note described below 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 ”). B▇▇▇▇▇▇▇’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 must be Redemption, if given, if at all, within two hours of may be given on the delivery to first Trading Day following twenty (20) consecutive Trading Days (the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for “Lookback Period”) during which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth Equity Conditions have been in SECTION 2.1(b)(i) of the Noteeffect. 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 fifth (5th) 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 NotePeriod. 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; 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. Purchase Price proceeds Amount, the Holder may not be used to effect an Optional cancel the Notice of Redemption.

Optional Redemption. The Company will have may, at its option, at any time and from time to time, and so long as the option Optional Redemption Conditions are satisfied on the Optional Redemption Notice Date and each Trading Day of redeeming any outstanding Note the Optional Redemption Period, deliver a written notice ("a “Optional Redemption"Redemption Notice” and the date that such Optional Redemption Notice is delivered the “Optional Redemption Notice Date”) by paying to the Subscriber a sum Holder of money equal its election (which may be made contingent on the consummation of any other transaction, but which is otherwise irrevocable) to 125% redeem all, but not less than all, of the principal Notes for an 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 cash equal to the Redemption Amount. The Early Redemption Amount must be paid in good funds to on the Subscriber no later than the fifth (5th) business day date that is 20 Trading Days 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 Notice Date (such 20 Trading Day period 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 Period” and such date of Default under the Note. A Notice of Redemption may be given payment specified by the Company, provided (i) no Event the “Optional Redemption Date”). The Optional Redemption Notice shall include a certification that the Optional Redemption Conditions are satisfied. On the Optional Redemption Date, subject to the consummation of Defaultany other transaction on which the Optional Redemption Notice was made contingent, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion shall deliver an amount in cash to the Holder equal to the Early Redemption Amount by wire transfer of immediately available funds. Notwithstanding the foregoing, if on any Trading Day during the Optional Redemption Period any of the full outstanding Note principal are included for unrestricted resale in Optional Redemption Conditions is not satisfied, the Holder may, at its option, send a registration statement effective as written notice to the Company voiding the Optional Redemption Notice ab initio. For the avoidance of doubt, the Company shall honor all Notices of Conversion delivered at any time, and from time to time, during the Optional Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionNotice Period.

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 Note ("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 record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 125100% of the principal amount of the portion of the Note described below 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 of Redemption) or such shorter period as is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery satisfactory to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(iiTrustee) of the Noteaggregate principal amount of Notes to be redeemed and their Redemption Date. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption In connection with any redemption prior to the Par Call Date, the Company shall give the Company Notice of Conversion in connection with some or all Trustee notice of the Note principal related Redemption Price promptly after the calculation thereof and interest which was the subject of the Notice of Redemption 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 if the Company has on deposit and segregated ready funds equal requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption AmountPrice in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Amount must be paid Price. The 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 date of redemption, the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date")Notes to be redeemed in part. In the event Neither the Company fails to pay nor the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will Trustee shall 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. 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 occurredopening 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; and or (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. Purchase Price proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. The Company will have Notes may be redeemed in whole or in part at the option of redeeming any outstanding Note the Issuer on or after January 19, 2018 ("such redemption, an “Optional Redemption"”) by paying to at a price (the Subscriber a sum of money “Optional Redemption Price”) payable in cash and equal to 125100% of the principal amount of the portion 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 Note described below together with 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 but 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by or is simultaneously paid (or will be paid at the Subscriber employing next Interest Payment Date in accordance with the Conversion Price described in SECTION 2.1(b)(iiimmediately preceding sentence) of the 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 for all semi-annual interest periods or all of the Note principal and interest which was the subject of the Notice of Redemption 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 portions thereof terminating prior to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION Section 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price will have the option of redeeming any outstanding Note ("Optional Redemption") by paying be equal to the Subscriber a sum of money equal to 125greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the Note described below together with accrued but unpaid interest thereon and any and all other sums duepresent values of the Remaining Scheduled Payments, accrued or payable 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), Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to using a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery rate equal to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five Treasury Rate plus 12.5 basis points (5) business days after receipt of a Notice of Redemption such sum 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price be calculated as set forth in SECTION 2.1(b)(ithe Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the Note. A Notice close of Redemption must be accompanied by a certificate signed by business on the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal relevant Regular Record Date according to the Redemption AmountNotes and the Indenture. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion Price of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Notes to be redeemed on the Redemption Date. Purchase If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; 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 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price proceeds may (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be used determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to effect be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Optional RedemptionOfficer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. 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.

Optional Redemption. The Company will have (a) Subject to the prior approval of the Superintendent and the satisfaction of the other Payment Restrictions, the Notes may be redeemed, in whole or in part, at the option of redeeming any outstanding Note MBIA: • on January 15, 2013 and the Interest Payment Date occurring in January of each fifth succeeding year thereafter ("Optional Redemption"each, a “Five-year Date”) by paying at a redemption price (the “Redemption Price”) equal to the Subscriber principal amount of the Notes to be redeemed together with any related accrued and unpaid interest to the date the Notes are redeemed (the “Redemption Date”); and • on any other date at a sum of money make whole redemption price (the “Make Whole Redemption Price”) equal to 125the sum of: (i) the greater of (A) 100% of the principal amount of the portion Notes to be redeemed and (B) the sum of (1) the sum of the Note described below together with accrued but unpaid present values of the remaining scheduled payments of interest thereon and any and all other sums due, accrued or payable from the Redemption Date to the Subscriber arising under this Subscription Agreementnext succeeding Five-year 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 each such payment discounted from its applicable Interest Payment Date to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 not including any portion of those payments of interest accrued 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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 as of the Redemption Date plus (2) the present value of 100% of the principal amount of the Notes to be redeemed, discounted from the next succeeding Five-year Date (assuming the principal of the Notes were due on the next succeeding Five-year Date) to the Redemption Date, each such payment described in (1) or (2) above discounted on a semi-annual basis (for any redemption prior to January 15, 2013) or on a quarterly basis (for any redemption after January 15, 2013), in each case assuming a 360-day year consisting of twelve 30-day months at the Redemption Rate plus (ii) accrued and unpaid interest on the Notes to be redeemed to the Redemption Date. Purchase For purposes of calculating such Make Whole Redemption Price proceeds may not for any redemption after January 15, 2013, the rate used in calculating the amount of each remaining scheduled payment of interest from the Redemption Date to the next succeeding Five-year Date shall be the Three- Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date plus 11.26%. The “Redemption Rate” will be: • for any redemption prior to January 15, 2013, the adjusted treasury rate (“Adjusted Treasury Rate”) plus 0.50%, and • for any redemption after January 15, 2013, the Three-Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date. To calculate the Adjusted Treasury Rate, MBIA will appoint ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan or their respective successors and one or more other primary U.S. Government securities dealers to act as reference dealers, and MBIA will appoint ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan or their respective successors to act as its quotation agents. If each of ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan, including their respective successors, is no longer a primary U.S. Government securities dealer, MBIA will substitute another primary U.S. Government securities dealer in its place as reference dealer and quotation agent. The quotation agents will select a United States Treasury security which has a maturity comparable to the remaining period from the Redemption Date to January 15, 2013 which would be used in accordance with customary financial practice to effect an Optional Redemptionprice new issues of corporate debt securities with a maturity comparable to the remaining period from the Redemption Date to January 15, 2013. The reference dealers will provide MBIA and the Fiscal Agent with the bid and asked prices for that comparable U.S. Treasury security as of 5:00 p.m. on the third Business Day before the Redemption Date. MBIA will calculate the average of the bid and asked prices provided by each reference dealer, eliminate the highest and the lowest reference dealer quotations, and then calculate the average of the remaining reference dealer quotations. However, if MBIA obtains fewer than three reference dealer quotations, MBIA will calculate the average of all the reference dealer quotations and not eliminate any quotations. This average quotation is the “Comparable Treasury Price.” The Adjusted Treasury Rate will be the semi-annual equivalent yield to maturity of a security the price of which, expressed as a percentage of its principal amount, is equal to the Comparable Treasury Price.

Optional Redemption. The Company will have Notes may be redeemed, at the Issuer’s option of redeeming any outstanding Note ("Optional Redemption") by paying in whole or, from time to time, in in part, prior to the Subscriber Maturity Date as follows: (a) If the Notes are redeemed before November 15, 2028 (the “Par Call Date”), the Notes will be redeemed at a sum of money Redemption Price equal to 125the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed; and (ii) the sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points (the “Make-Whole Premium”); plus any accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that with respect to a Redemption Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If notice has been given in the manner provided in Section 1104 of the Indenture and funds for the redemption 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 part thereof called for redemption will have been made available on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must , the Notes to be givenredeemed, if at allor such part thereof, within two hours of the delivery will cease to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 accrue interest from and interest which was the subject of the Notice of Redemption 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In referred to in such notice and the event only right of the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice Holder 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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 receive payment of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionPrice.

Optional Redemption. The Company will have Securities are redeemable at the option of redeeming the Issuer, in whole but not in part, on (i) any outstanding Note day falling in the period commencing on ("and including) June 15, 2030 and ending on (and including) the first Reset Date or (ii) any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Optional Redemption"” in the Preliminary Prospectus Supplement. Regulatory Event Redemption The Securities are also redeemable, in whole but not in part, at any time at the option of the Issuer in the event of a change in certain U.K. regulatory capital requirements, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Regulatory Event Redemption” in the Preliminary Prospectus Supplement. Tax Redemption The Securities are also redeemable, in whole but not in part, at any time at the option of the Issuer upon the occurrence of certain tax events, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Tax Redemption” in the Preliminary Prospectus Supplement. Substitution or Variation Following the occurrence of certain tax events or a change in certain U.K. regulatory capital requirements, the Issuer may, at its option, either substitute all (but not some only) by paying of the Securities for, or vary the terms of the Securities so that they remain or, as appropriate, become, Compliant Securities subject to the Subscriber a sum conditions and procedures set forth under “Description of money equal to 125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Substitution or Variation” in the Preliminary Prospectus Supplement. Clean-up Call If, at any time from the fifth anniversary of the Issue Date (unless otherwise permitted by the PRA), the outstanding aggregate principal amount of the portion Securities is 25% or less of the Note described below aggregate principal amount of the Securities originally issued, the Issuer may redeem all (but not some only) of the outstanding Securities at a redemption price equal to 100% of their principal amount, together with any accrued but unpaid interest thereon (which excludes any interest cancelled or deemed cancelled as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Interest Payments Discretionary” or “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Restriction on Interest Payments” in the Preliminary Prospectus Supplement) to (but excluding) the date fixed for redemption. Denominations £200,000 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 integral multiples of £1,000 in excess thereof. ISIN / FISN / CFI Code / Common Code XS2813323503 / as referenced on the day notice Association of redemption National Numbering Agencies ("Notice of Redemption“▇▇▇▇”) is given to a Subscriber website / as referenced on the ▇▇▇▇ website / 281332350 Legal Entity Identifier ("Redemption Date"“LEI”) Code 213800LBQA1Y9L22JB70. ▇▇▇▇▇▇▇ ▇▇▇▇▇ 8.773% (annual). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying Prior to the Subscriber Par Call Date, the Notes will be redeemable and repayable, at the Company’s option, at any time in whole, or from time to time in part, at a sum of money price equal to 125the greater of: 100% of the principal amount of the portion Notes to be redeemed; and the sum of the Note described below together with present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued but to the date of redemption) discounted to the date of redemption on an annual basis (Actual/Actual (ICMA)) at the Comparable Government Bond Rate plus 30 basis points; plus, accrued and unpaid interest thereon to, but excluding, the date of redemption. On or after the Par Call Date, the Notes will be redeemable and repayable, at the Company’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption. Notes called for redemption become due on the date fixed for redemption. Notices of redemption will be mailed at least 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price or, if not ascertainable, the manner of determining the redemption price and the place(s) that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company or the Guarantor defaults in payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Notes called for redemption will be redeemed and repaid in principal amounts of €100,000 or any integral multiple of €1,000 in excess thereof. If less than all other sums duethe Notes are redeemed at any time, accrued the Trustee will select the Notes to be redeemed on a pro rata basis or payable to the Subscriber arising under this Subscription Agreement, Note by lot or any other document delivered herewith ("Redemption Amount") outstanding on method the day notice Trustee deems fair and appropriate. For purposes of determining the optional redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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 electionprice, 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal following definitions are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional Redemption.applicable:

Optional Redemption. The Company will have Securities are redeemable, at the option of redeeming the Company, at any outstanding Note 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 equal to 125business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the portion of the Note described below 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 must be givenThe Company will calculate the Make-Whole Premium, if at allany, within two hours of in good faith, applying the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price Treasury Rate determined as set forth in SECTION 2.1(b)(i) the definition thereof. The amount 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 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 fifth (5th) 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. 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; 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. Purchase Price 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 30 basis points.

Optional Redemption. The Company will have This Security is redeemable, at the option of redeeming the Company, (a) prior to March 15, 2030, at any outstanding Note ("Optional Redemption") by paying time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to the Subscriber a sum of money equal to 125greater of: (x) 100% of the principal amount to be redeemed; and (y) the sum of the portion present values 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 remaining ("Redemption Amount") outstanding on the day notice as of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after the Redemption Date for such redemption) scheduled interest and principal payments on this Security ("Optional or the portion hereof) to be redeemed (excluding interest accrued to such Redemption Payment Date"), discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 40 basis points, in each case plus unpaid interest that has accrued to, but excluding, such Redemption Date and (b) on or after March 15, 2030, at any time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to 100% of the principal amount to be redeemed, plus unpaid interest that has accrued to, but excluding, such Redemption Date. In If such Redemption Date is after a Regular Record Date for this Security and on or before the event the Company fails to pay the Redemption Amount by the Optional Redemption related Interest Payment Date, then the Redemption Notice will payment of interest becoming due on such Interest Payment Date shall be null and void payable, on such Interest Payment Date, to the Holder of record hereof at the close of business on such Regular Record Date, and the Company will thereafter have no further right to effect an Optional RedemptionRedemption Price shall not include unpaid interest that has accrued to, and at the Subscription's electionbut excluding, 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may This Security shall not be used redeemable by the Company except as provided in the preceding sentences and the Indenture. This Security shall not be redeemable at the election of any Holder, except to effect an Optional Redemption.the extent that the principal of, and interest on, this Security may be accelerated in accordance with Article 5 of the Indenture. For purposes of determining the Redemption Price with respect to redemptions occurring prior to March 15, 2030 the following definitions are applicable:

Optional Redemption. The Company will have At any time prior to September 1, 2055 (which is the option of redeeming any outstanding Note ("Optional Redemption") by paying date that is six months prior to the Subscriber maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at a sum of money redemption price calculated by the Company equal to 125the greater of: (a) 100% of the principal amount of the portion Notes to be redeemed; and (b) the present values 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 remaining scheduled payments of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 on such Notes that would have been due if the subject of Notes matured on the Notice of Notes Par Call Date (but excluding accrued and unpaid interest to but excluding the Redemption 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 Date), computed using 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 discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Amount. The Redemption Amount must be paid in good funds Date) plus 25 basis points, plus accrued and unpaid interest, if any, to the Subscriber no later than the fifth (5th) business day after but excluding the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date"). In The Trustee shall have no obligation to calculate or verify any make-whole premium. At any time on or after the event Par Call Date, the Company fails may choose to pay redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to but excluding the Redemption Amount by Date (subject to the Optional Redemption Payment Date, then right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Notice will Price, but need not include the Redemption Price itself. The actual Redemption Price must be null and void and set forth in an Officer’s Certificate of the Company will thereafter have delivered to the Trustee no further right later than two Business Days prior 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not be used less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to effect an Optional Redemptionthe Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the Holders in such tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price in connection with any redemption, and the Trustee shall have no duty to calculate or verify any such calculation.

Optional Redemption. The Company will have Unless one or more Redemption Dates are specified on the face hereof, this Senior Note shall not be redeemable at the option of redeeming any outstanding Note ("Optional Redemption") by paying the Company prior to the Subscriber Stated Maturity. If one or more Redemption Dates (or ranges of Redemption Dates) are so specified, this Senior Note will be subject to redemption on any such date (or during any such range) at the option of the Company, upon notice by first-class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Redemption Date specified in such notice, at the applicable Redemption Price specified on the face hereof (expressed as a sum of money equal to 125% percentage of the principal amount of the portion of the Note described below this Senior Note), together with accrued interest to the Redemption Date, but unpaid interest thereon and any and all other sums due, accrued or payments due with respect to this Senior Note prior to the Redemption Date will be payable to the Subscriber arising under Holder of this Subscription AgreementSenior Note, Note or any other document delivered herewith ("Redemption Amount") outstanding one or more Predecessor Notes, of record at the close of business on the day notice of redemption ("Notice of Redemption) is given relevant Regular Record Date or Special Record Date, all as provided in the Senior Indenture. The Company may elect to a Subscriber ("Redemption Date"). A Notice of Redemption must be givenredeem less than the entire principal amount hereof, provided that the principal amount, if at allany, within two hours of this Senior Note that remains outstanding after such redemption is an Authorized Denomination specified on the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date")face hereof. In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Dateof redemption of this Senior Note in part only, then the Redemption Notice will be null and void and the Company will thereafter have no further right not be required 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. A Notice of Redemption may be given by the Company, provided (i) no Event issue, register the transfer of Default, as described in or exchange any Senior Note during a period of 15 days immediately preceding the Note, shall have occurred; and day of the first mailing of the notice of redemption or (ii) register the Company Shares issuable upon conversion transfer or exchange of any Senior Note, or any portion thereof, called for redemption, except the unredeemed portion of any Senior Note being redeemed in part. Upon such partial redemption, this Senior Note will be canceled and a new Senior Note or Senior Notes representing the unredeemed portion hereof will be issued in the name of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionHolder hereof.

Optional Redemption. (a) The Company will have the option Corporation may, at its option, redeem shares of redeeming any outstanding Note ("Optional Redemption") by paying Series 2017 Preferred Stock, in whole or from time to the Subscriber time in part, for cash at a sum of money redemption price per share equal to 125102% of the principal Purchase Price plus an amount equal to all accrued and unpaid dividends thereon to, and including, the redemption date; provided, however, that, if the redemption occurs on or after January 31, 2022, the redemption price per share shall equal the Purchase Price plus an amount equal to all accrued and unpaid dividends thereon to, and including, the redemption date. Notwithstanding the foregoing, in the event of the portion a redemption of the Note described below together with accrued but unpaid interest thereon shares of Series 2017 Preferred Stock after a Dividend Record Date and any and all other sums due, accrued on or payable prior 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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 related Dividend Payment Date, then the Redemption Notice will dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be null and void and payable on such Dividend Payment Date to the Company will thereafter have no further right to effect an Optional Redemption, and holders of record at the Subscription's election, close of business on such Dividend Record Date and shall not be payable as part of the Redemption Amount will redemption price for such shares. (b) The redemption date shall be deemed a Mandatory Redemption Payment selected by the Corporation and shall be not less than 15 nor more than 60 days after the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Datedate on which the Corporation sends notice of the redemption. Such failure will also notice shall be deemed an Event sent by first class mail, postage pre-paid, to each record holder of Default under the Note. A Notice Series 2017 Preferred Stock at the respective mailing addresses of Redemption may be given by such holders as the Company, provided same shall appear on the stock transfer records of the Corporation and shall state: (i) no Event of Default, as described in the Note, shall have occurredredemption date; and (ii) the Company Shares issuable upon conversion redemption price payable on the redemption date, including, without limitation, a statement as to whether or not accrued and unpaid dividends shall be payable as part of the full outstanding Note principal are included for unrestricted resale in a registration statement effective redemption price or payable on the next Dividend Payment Date to the record holder at the close of business on the relevant Dividend Record Date as described above; and (iii) that dividends on the shares to be redeemed shall cease to accrue on such redemption date. If less than all of the Redemption Dateshares of Series 2017 Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series 2017 Preferred Stock held by such holder to be redeemed. Purchase Price proceeds may No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series 2017 Preferred Stock except as to the holder to whom notice was defective or not given. (c) If fewer than all of the outstanding shares of Series 2017 Preferred Stock are to be used redeemed, the Corporation shall redeem those shares pro rata unless the Board of Directors elects to effect an Optional Redemptionprovide the holders of such shares a “first come, first serve” redemption option. (d) If notice of redemption of any shares of Series 2017 Preferred Stock has been given and if the funds necessary for such redemption have been set apart by the Corporation for the benefit of the holders of any shares of Series 2017 Preferred Stock so called for redemption, then, from and after the redemption date, dividends shall cease to accrue on such shares of Series 2017 Preferred Stock, such shares of Series 2017 Preferred Stock shall be redeemed in accordance with the notice and shall no longer be deemed outstanding and all rights of the holders of such shares of Series 2017 Preferred Stock shall terminate, except the right to receive the redemption price payable upon such redemption without interest thereon. No further action on the part of the holders of such shares shall be required. (e) Unless full cumulative dividends on the Series 2017 Preferred Stock for all past Dividend Periods that have ended shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof is set apart for payment, no shares of Series 2017 Preferred Stock shall be redeemed unless all outstanding shares of Series 2017 Preferred Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series 2017 Preferred Stock (except (i) by conversion into or exchange for Junior Stock, (ii) the purchase of shares of Series 2017 Preferred Stock pursuant to the Charter to the extent necessary to preserve the Corporation’s qualification as a REIT for federal income tax purposes or (iii) the purchase or other acquisition of shares of Series 2017 Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series 2017 Preferred Stock).

Optional Redemption. The Company (a) Except as set forth below, the Issuer will have the not be entitled to redeem Notes at its option of redeeming any outstanding Note ("Optional Redemption") by paying prior to the Subscriber a Maturity Date. (b) The Issuer shall be entitled, at its option, to redeem the Notes, in whole or in part, at any time or times, pursuant to and in accordance with the terms of this Section 3.07. If the Notes are redeemed prior to the Par Redemption Date, the redemption price for the Notes to be redeemed will equal the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) an amount equal to the sum of money the present value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through the Par Redemption Date of interest on the Notes to be redeemed (excluding accrued and unpaid interest to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to 125the Treasury Rate plus 35 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to such Redemption Date. If the Notes are redeemed on or after the Par Redemption Date, the redemption price for the Notes to be redeemed will equal 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to such redemption date. (c) Any notice of any redemption may be given prior to the portion of the Note described below together with accrued but unpaid interest thereon redemption thereof, and any and all such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other sums due, accrued or payable to corporate transaction. (d) If 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Issuer redeems less than all of the Note principal outstanding Notes, the Registrar and interest which was Paying Agent shall select the subject of Notes to be redeemed in the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(imanner described under Section 3.02 hereof. (e) of the Note. A Notice of Redemption must Any redemption pursuant to this Section 3.07 shall 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 made pursuant to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 provisions of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional RedemptionSections 3.01 through 3.06 hereof.

Optional Redemption. The Company will have Notes may be redeemed at the Issuer’s option of redeeming any outstanding Note ("Optional Redemption") by paying in whole or, from time to time, in part prior to the Subscriber Maturity Date as follows: (a) If the Notes are redeemed before November 15, 2028, (the “Par Call Date”) the Notes will be redeemed at a sum of money Redemption Price equal to 125the greater of: (i) 100% 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 Notes then outstanding 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurredredeemed; and and (ii) the Company Shares issuable upon conversion sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the full outstanding Note present values of the remaining scheduled payments of principal are included for unrestricted resale in a registration statement effective as of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date. Purchase ), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points (the “Make-Whole Premium”); plus any accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price proceeds equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may not be, to the date of such payment on the next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be used to effect an Optional Redemptionredeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.

Optional Redemption. The Company will have the option of redeeming may prepay this Note at any outstanding Note 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 equal to 125% months of the principal amount date of issue of this Note, the portion of Company prepays in full the Note described below 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 must , which date shall be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. 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 Redemption provided (the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Note"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 fifth (5th) 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, make such payments to all holders of Outstanding Notes on a pro rata basis based upon 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 each Outstanding Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. 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 the Company, at any outstanding Note ("Optional Redemption") by paying time in whole or from time to time in part. The “Redemption Price” for the Notes to be redeemed on any Redemption Date shall be equal to the Subscriber a sum greater of money equal to 125the following amounts: (a) 100% of the principal amount of the portion Notes being redeemed on the Redemption Date; or (b) the sum, as determined by an Independent Investment Banker, 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 must be given, if at all, within two hours present values of the delivery to the Company by facsimile remaining scheduled payments of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 on the subject Notes being redeemed on that Redemption Date (not including any portion of the Notice any payments of Redemption 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 interest accrued to the Redemption Amount. The Redemption Amount must be paid in good funds Date) discounted to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional on a semi-annual basis at the Treasury Rate, plus 45 basis points; plus, in each case, accrued and unpaid interest on the Notes to, but excluding, the Redemption Payment Date"). In the event the Company fails If money sufficient to pay the Redemption Amount by Price of all of the Optional Notes (or portions thereof) to be redeemed on the Redemption Payment Date is deposited with the Trustee or Paying Agent on or before the Redemption Date, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Notice will Date shall be null and void and payable on 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 Interest Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under to the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective registered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture. The Redemption Date. Purchase Price proceeds may not will be used to effect an Optional Redemptioncalculated on the basis of a 360-day year consisting of twelve 30-day months.

Optional Redemption. (a) The Company will shall have the option of redeeming right, exercisable at any outstanding Note ("Optional Redemption") by paying time, to the Subscriber a sum of money equal to 125% of the principal amount of the redeem from funds legally available therefor all or any portion of the Note described below together with accrued but unpaid interest thereon then outstanding and any and all other sums due, accrued or payable unconverted shares of Preferred Stock at a price equal to the Subscriber arising under Redemption Price. Any redemptions pursuant to this Subscription AgreementSection shall be effected by the delivery of a notice to each holder of Preferred Stock to be redeemed, Note or any other document which notice shall indicate the number of shares of Preferred Stock of each holder to be redeemed and the date that such redemption is to be effected, which shall be the 20th Trading Day after the date such notice is deemed delivered herewith pursuant to Section 5(i) (the "Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Optional Redemption Date"). A Notice All redeemed shares of Preferred Stock shall cease to be outstanding and shall have the status of authorized but undesignated stock, but may not be reissued as Preferred Stock. The entire Redemption must Price under this Section shall be givenpaid in cash by the Optional Redemption Date. The holders of the Preferred Stock shall have the right to tender, and the Company shall honor, Conversion Notices for shares of Preferred Stock, including shares subject to the notice of redemption described in this Section, at any time through the 19th Trading Day after receipt of such notice of redemption. (b) If any portion of the Redemption Price under this section is not paid by the Company on or prior to the Optional Redemption Date, interest shall accrue thereon at the rate of 18% per annum thereafter until such Redemption Price plus all such interest is paid in full (which amount shall be paid as liquidated damages and not as a penalty). In addition, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a any portion of Note such Redemption Price remains unpaid for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within more than five (5) business calendar days after receipt the date due, each holder of a Notice the Preferred Stock subject to such redemption may elect, by written notice to the Company, to either (i) demand conversion in accordance with the formula and the time frame therefor set forth in Section 5 of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest shares of Preferred Stock for which was such Redemption Price has not been paid in full (the subject "Unpaid Redemption Shares"), in which event the Per Share Market Price for such shares shall be the lower of the Notice of Per Share Market Price calculated on the date such Redemption provided Price was originally due and the Conversion Per Share Market Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) as of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer holder's written demand for conversion, or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal (ii) invalidate ab initio such redemption, notwithstanding anything herein contained to the Redemption Amountcontrary. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 If 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. A Notice of Redemption may be given by the Company, provided holder elects option (i) no Event of Defaultabove, as described in the Note, shall have occurred; and (ii) the Company Shares shall within three (3) Trading Days of its receipt of such election deliver to such holder the shares of Common Stock issuable upon conversion of the full outstanding Note principal are included for unrestricted resale Unpaid Redemption Shares subject to such holder conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if such holder elects option (ii) above, the Company shall promptly, and in a registration statement effective as any event not later than three (3) Trading Days from receipt of the holder's notice of such election, return to the holder all of the Unpaid Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionShares.

Optional Redemption. (a) The Company will have Issuer may, at the option direction of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum Holder of money equal to 125at least 66-2/3% of the principal amount Outstanding Principal Balance of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums dueSubordinated Notes, 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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, in whole but not in part, on any Redemption Date occurring after the end of the Non-Call Period (such Redemption Date shall be a Distribution Date to be specified in a notice to be delivered to the Issuer and the Trustee at least 15 Business Days prior to such Redemption Date) by deposit in full of the Redemption Price in the Note Distribution Account for distribution to the Holders of the Rated Notes and other persons entitled thereto, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.04. The Servicer or the Issuer will furnish notice of such election to the Trustee, the Owner Trustee and the Rating Agencies no later than ten Business Days prior to the proposed Redemption Date and, provided that sufficient funds are received by the Servicer, the Servicer on behalf of the Issuer shall deposit in the Note Distribution Account an amount equal to the Redemption Price of the Notes to be redeemed on the Redemption Date. (b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.04, on the Redemption Date become due and payable at the Subscription's electionRedemption Price with respect thereto and (unless such Redemption Price is not paid) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Servicer in the Note Distribution Account of an amount equal to the Redemption Price, the Redemption Amount will be deemed a Mandatory Redemption Payment Indenture Collateral (other than the Transaction Accounts) shall cease to constitute assets of the Issuer and the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts). (c) The portion of the Redemption Price constituting payment of principal and Noteholder Make-Whole (if any) of the Rated Notes shall be distributed to Noteholders in accordance with Section 7.05(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement; provided that prior to making any payment to the Certificateholder thereunder, any remaining Redemption Price shall first be applied to reduce the Subordinated Notes to zero. (d) If any Loan is to be sold to the Servicer or an Affiliate of the Servicer, such Loan may only be sold to such person for a price at least equal to the price established by an Applicable Qualified Valuation. (e) The Issuer or the Servicer may withdraw any notice of Optional Redemption Payment or specify a new Redemption Date will be deemed a Mandatory at any time prior to the proposed Redemption Payment Date set forth in any prior notice of Optional Redemption by providing written notice to the Trustee, the Owner Trustee and the Rating Agencies by no later than the second Business Day preceding such Redemption Date. Such failure A withdrawal of such notice of Optional Redemption or the inability of the Issuer to complete an Optional Redemption of the Rated Notes will also be deemed not constitute an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. (a) The Company will Issuer shall have the option of redeeming to redeem the Notes, in whole but not in part, as to the then outstanding Notes, on any outstanding Note Payment Date (the "Optional RedemptionREDEMPTION DATE") by paying to after the Subscriber a sum of money equal to 125% of the aggregate principal amount of the portion then outstanding Notes is less than 10% of the Note described below together with accrued but unpaid original aggregate principal amount of the Notes, at the applicable Redemption Price plus any fees due hereunder. The Issuer shall set the Redemption Date and the Redemption Record Date and give notice thereof to the Trustee pursuant to Section 18(b). Installments of interest thereon and any and all other sums due, accrued principal due on or prior to a Redemption Date shall continue to be payable to the Subscriber arising under Noteholders called for redemption as of the relevant Record Dates according to their terms and the provisions of Section 7 of the Indenture. The election of the Issuer to redeem any Notes pursuant to this Subscription AgreementSection 18 shall be evidenced by a Board Resolution directing the Trustee to make the payment of the applicable Redemption Price on all of the Notes to be redeemed from monies deposited with the Trustee pursuant to Section 18(d). The Issuer shall, Note or any other document delivered herewith at least 15 days prior to the Redemption Date, notify the Trustee of such Redemption Date. ("Redemption Amount"b) outstanding Upon receipt of such notice set forth in Section 18(a), the Trustee shall provide notice of such redemption by first-class mail, postage prepaid, mailed no later than the three Business Days following the date on which such notice was received, to each Person who is a Noteholder on the day notice Record Date preceding the Redemption Date, at his address in the Note Register. All notices of redemption shall state: ("1) the Redemption Date; (2) the Redemption Price; and (3) that on the Redemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon shall cease to accrue on the Redemption Date if the Redemption Price is paid on such date. Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice redemption of Redemption must Notes shall be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing Trustee in the Conversion Price described in SECTION 2.1(b)(ii) name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Noteholder selected for redemption shall not impair or affect the validity of the redemption of any other Note. (c) On or before the Business Day next preceding any Redemption Date, the Issuer shall deposit with the Collateral Agent an amount of monies sufficient to pay the Redemption Price of all Notes which are to be redeemed on such Redemption Date plus any fees due hereunder. (d) Notice of redemption having been given as provided in Section 18(d), the Notes shall, on the Redemption Date, become due and payable at the Redemption Price and on such Redemption Date (unless the Issuer shall default in the payment of the Redemption Price) such Notes shall cease to bear interest. The Subscriber may elect within five (5) business days after receipt of a Notice of Noteholders shall be paid the Redemption to give Price by the Company Notice of Conversion in connection with some or all Trustee on behalf of the Note Issuer after payment of all amounts then owing to the Trustee, the Collateral Agent and the Servicer if the Servicer is not an Affiliate of Transmedia; PROVIDED, HOWEVER, that installments of principal and interest which was the subject of the Notice of Redemption 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 are due on or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal prior to the Redemption Amount. The Redemption Amount must Date shall be paid in good funds payable to the Subscriber no later than Noteholders registered as such on the fifth (5th) business day after relevant Record Dates according to their terms and the provisions of Section 7 of the Indenture. If the holders of any Note called for redemption shall not be so paid, the principal and premium, if any, shall, until paid, bear interest from 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional RedemptionInterest Rate.

Optional Redemption. The Company will have the option of redeeming any outstanding Note Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% one hundred and twenty percent (120%) 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. 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 of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the NoteRedemption. 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 fifth twelfth (5th12th) 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. A Notice of Redemption may be given by the Company, provided (i) no an Event of Default, as described in the Note, shall have occurred; Note has not occurred and (ii) the Company Shares issuable upon conversion of the full outstanding is continuing. Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have Notes may be redeemed, at the Issuer’s option of redeeming any outstanding Note ("Optional Redemption") by paying in whole or, from time to time, in in part, prior to the Subscriber Maturity Date as follows: (a) If the Notes are redeemed before [October 15, 2028]* / [November 15, 2031]** (the “Par Call Date”), the Notes will be redeemed at a sum of money Redemption Price equal to 125the greater of: (i) 100% of the principal amount of the portion Notes then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; and (ii) the applicable Make-Whole Redemption Price (if any) with respect to such Notes, plus accrued and unpaid interest thereon to, but not including the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the such Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that with respect to a Redemption Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of Redemption Price on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If notice has been given in the manner provided in Section 1104 of the Indenture and funds for the redemption 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 part thereof called for redemption will have been made available on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must , the Notes to be givenredeemed, if at allor such part thereof, within two hours of the delivery will cease to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 accrue interest from and interest which was the subject of the Notice of Redemption 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In referred to in such notice and the event only right of the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice Holder 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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 receive payment of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionPrice.

Optional Redemption. The Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii2.1(B)(II) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i2.1(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 Unsecured 12 segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price will have the option of redeeming any outstanding Note ("Optional Redemption") by paying be equal to the Subscriber a sum of money equal to 125greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the Note described below together with accrued but unpaid interest thereon and any and all other sums duepresent values of the Remaining Scheduled Payments, accrued or payable 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), Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to using a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery rate equal to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five Treasury Rate plus 20 basis points (5) business days after receipt of a Notice of Redemption such sum 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price be calculated as set forth in SECTION 2.1(b)(ithe Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the Note. A Notice close of Redemption must be accompanied by a certificate signed by business on the chief executive officer or chief financial officer relevant Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Company stating that the Company has on deposit Depositary. On 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 fifth (5th) business day 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 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion Price of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Notes to be redeemed on the Redemption Date. Purchase If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable 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 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price proceeds may (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be used determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to effect be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Optional RedemptionOfficer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. 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.

Optional Redemption. (a) The Company will have Issuer may, where the option Aggregate Outstanding Loan Balance as of redeeming the last day of any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money Collection Period shall be less than or equal to 12510% 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 dueCutoff Date Pool Balance, 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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, in whole but not in part, on any Redemption Date (such Redemption Date shall be a Payment Date to be specified in a notice to be delivered to the Issuer and the Trustee at least 15 Business Days prior to such Redemption Date) by deposit in full of the Redemption Price in the Distribution Account for distribution to the Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York City time) on the business day preceding the applicable Payment Date whereupon all such Notes shall be due and payable on the applicable Payment Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02. The Servicer or the Issuer will furnish notice of such election to the Trustee, the Owner Trustee and the Rating Agency no later than 10 Business Days prior to the proposed Redemption Date and, provided that sufficient funds are received by the Servicer, the Servicer on behalf of the Issuer shall deposit in the Distribution Account an amount equal to the Redemption Price of the Notes to be redeemed on the Redemption Date. (b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.02, on the Redemption Date become due and payable at the Subscription's electionRedemption Price with respect thereto and (unless such Redemption Price is not paid) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Servicer in the Distribution Account of an amount equal to the Redemption Price, the Redemption Amount will be deemed a Mandatory Redemption Payment Indenture Collateral (other than the Transaction Accounts) shall cease to constitute assets of the Issuer and the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts). (c) The portion of the Redemption Price constituting payment of principal of the Notes shall be distributed to Noteholders in accordance with Section 7.06(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.06(a) of the Sale and Servicing Agreement. (d) The Issuer or the Servicer may withdraw any notice of Optional Redemption Payment or specify a new Redemption Date will be deemed a Mandatory at any time prior to the proposed Redemption Payment Date set forth in any prior notice of Optional Redemption by providing written notice to the Trustee, the Owner Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. Such failure A withdrawal of such notice of Optional Redemption or the inability of the Issuer to complete an Optional Redemption of the Notes will also be deemed not constitute an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The (a) At any time before the date that is thirty (30) days prior to the Maturity Date, the Company will shall have the right to redeem the Notes at its option and in its sole discretion, in whole or from time to time in part. The redemption price (“Redemption Price”) will equal the greater of redeeming any outstanding Note ("Optional Redemption"i) by paying to the Subscriber a sum of money equal to 125100% of the principal amount of the portion Notes to be redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Note described below together with accrued but unpaid interest thereon Holder surrendering its Notes for redemption) and any and all other sums due, accrued or payable the Redemption Price shall be equal 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 must be given, if at all, within two hours 100% of the delivery principal amount of the Notes to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given be redeemed or (ii) as determined by the Subscriber employing Quotation Agent, the Conversion Price described in SECTION 2.1(b)(ii) sum of the 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 present values of the Note remaining scheduled payments of principal and interest which was the subject thereon (not including any portion of the Notice such payments of Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective 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 Adjusted Treasury Rate plus 20 basis points (0.20% or twenty one-hundredths of one percent), plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Purchase Notwithstanding the foregoing, if the Notes are redeemed on or after the date that is thirty (30) days prior to the Maturity Date, the Redemption Price proceeds may will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company shall not redeem the Notes pursuant to Section 4.1(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to the Notes to be used to effect an Optional Redemptionredeemed).

Optional Redemption. The Company will have may choose to redeem the option Securities at any time; provided, however, that if the ABL Facility remains outstanding, the Securities may only redeemed at such time as the Payment Conditions are satisfied. If it does so, it may redeem all or any portion of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber Securities, at once or over time, after giving the required notice under the Indenture. To redeem the Securities, the Company must pay a sum of money redemption price equal to 125100% of the principal amount of the portion of the Note described below together with Securities to be redeemed and accrued but 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 must be giveninterest, if at allany, within two hours of the delivery to the Company by facsimile of a Conversion Notice to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after not including, the Redemption Date ("Optional subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Payment Date"). Any notice to Holders of such a redemption shall include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual redemption price must be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date and the Trustee shall have no responsibility for calculating such redemption price. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, Incurrence of Debt or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), and/or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company fails to pay the Redemption Amount in its sole discretion) by the Optional redemption date, or by the redemption date as so delayed, and/or that such notice may be rescinded at any time by the Company if the Company determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). For the avoidance of doubt, if any redemption date shall be delayed as contemplated by this paragraph and the terms of the applicable notice of redemption, such redemption date as so delayed may occur, subject to the Applicable Procedures, at any time after the original redemption date set forth in the applicable notice of redemption and after the satisfaction (or waiver) of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original redemption date or more than 60 days after the applicable notice of redemption. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If an optional Redemption Date is on or after a record date and on or before an Interest Payment Date, then the Redemption Notice accrued and unpaid interest, if any, will be null and void and paid to the Company will thereafter have no further right to effect an Optional Redemptionperson or entity in whose name the Security is registered at the close of business on that record date, and at the Subscription's election, the Redemption Amount no additional interest will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will payable to Holders whose Securities shall be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used subject to effect an Optional Redemptionrepurchase.

Optional Redemption. The Company Notes will have be redeemable in whole or in part, at the option of redeeming Company’s option, at any outstanding Note time and from time to time prior to August 15, 2035 ("Optional Redemption") by paying three months prior to the Subscriber Stated Maturity Date) (such date, the “Par Call Date”) at a sum of money Redemption Price equal to 125the greater of (the “Applicable Premium”) (a) 100% of the principal amount of the portion Notes to be redeemed and (b) the sum 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 must be given, if at all, within two hours present values of the delivery to the Company by facsimile remaining scheduled payments of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after thereon from the Redemption Date to the Par Call Date ("Optional Redemption Payment Date"). In assuming for such purpose that the event notes matured on the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null Par Call Date 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 not including any portion of Default under the Note. A Notice such payments of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective 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 Treasury Rate (as defined below), plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. Purchase The Notes will be redeemable in whole or in part, at the Company’s option, at any time and from time to time on or after the Par Call Date at a Redemption Price proceeds equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date. Further, installments of interest on any Notes to be optionally redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the applicable Interest Payment Date to the Holders of the Notes as of the close of business on the relevant Regular Record Date according to such Notes and the Indenture. Notice of any redemption will be mailed, or delivered electronically if the Notes are held by DTC in accordance with DTC’s customary procedures, not less than 10 days and not more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed. Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of any equity offering or Change of Control, issuance of indebtedness or other transaction or event. Notice of any change to the timing set forth in the original notice of redemption will be given prior to the Redemption Date and in accordance with DTC’s applicable procedures. The Redemption Date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) and notice of any redemption may be rescinded at any time if the Company determines in its sole discretion that any or all of such conditions will not be used satisfied (or waived). The Company may provide in such notice that payment of the applicable Redemption Price and the performance of its obligations with respect to effect an Optional Redemption.such redemption may be performed by another person. Unless the Company defaults in payment of the Redemption Price, from and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by a method that the Trustee deems to be fair and appropriate. For purposes of the foregoing optional redemption provisions, the following term is applicable:

Optional Redemption. (a) The Company will have Issuer may redeem the Notes at its option of redeeming and sole discretion, at any outstanding Note ("Optional Redemption") by paying time or from time to time prior to the Subscriber Par Call Date, in whole or in part, at a sum of money Redemption Price equal to 125the greater of (i) 100% 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 Notes being redeemed; 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion sum of the full outstanding Note present values of the remaining scheduled payments of principal are included and Interest thereon that would be due if such Notes matured on the Par Call Date but for unrestricted resale in a registration statement effective 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 Adjusted Treasury Rate) plus 25 basis points, plus, in each case, accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid Interest, if any, on such Interest Payment Date to the Holder of record of the Notes at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Purchase Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price proceeds may will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date. (b) If any Redemption Date falls on a day that is not a Business Day, the required payment of the Redemption Price will be used made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date to effect an Optional Redemptionthe date of such payment on the next succeeding Business Day. (c) If the Issuer elects to redeem the Notes in part, the Trustee will select the Notes to be redeemed (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) on a pro rata basis, by lot or such other method it deems fair and appropriate and in accordance with the applicable procedures of the Depositary. (d) The Issuer will not redeem the Notes pursuant to this Section 2.11 on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. (e) Notice of redemption pursuant to this Section 2.11 shall be given in the manner provided in Sections 106 and 1104 of the Base Indenture not later than 15 days and not earlier than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed.

Optional Redemption. (a) No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company will have prior to October 1, 2015. On any Business Day on or after October 1, 2015, the option of redeeming any outstanding Note Company may redeem ("an “Optional Redemption"”) by paying the Notes for cash, at its option, in whole but not in part, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 11.03, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 11.03. (b) The redemption price at which the Notes are redeemable (the “Redemption Price”) shall be equal to the Subscriber a sum of money equal to 125(i) 100% of the principal of Notes to be redeemed, payable in cash, plus (ii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, payable in cash, plus (iii) the Make-Whole Premium; provided, however, that if the Redemption Date is after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, the Company shall not pay accrued and unpaid interest to any Holder surrendering its Notes for redemption, and shall instead pay the full amount of accrued and unpaid interest on such Interest Payment Date to the Holder of record as of the close of business on such Regular Record Date, and the Make-Whole Premium to be delivered by the Company with respect to such Notes to converting or redeeming Holders shall equal the present values of all remaining scheduled payments of interest on such Notes, starting with the next Interest Payment Date for which interest has not been provided for herein (but otherwise calculated as described in the definition of Make-Whole Premium). The Trustee shall have no duty to determine or calculate the Make-Whole Premium, which shall be determined by the Company in accordance with the provisions of this Supplemental Indenture, and the Trustee shall not be under any responsibility to determine the correctness of any such determination and/or calculation and may conclusively rely on the correctness thereof. (c) Upon any redemption in accordance with this Article 11, the Company shall pay or deliver, as the case may be, the Make-Whole Premium with respect to the Notes called for redemption to Holders, at the Company’s option, in cash, shares of Common Stock or a combination of cash and shares of Common Stock and shall specify the type of consideration for the Make-Whole Premium (and, if a combination of cash and Common Stock, the dollar amount of the portion Make-Whole Premium to be paid in cash) in the Redemption Notice delivered by the Company pursuant to Section 11.03. If the Company does not specify the type of consideration for payment of the Note described below together with accrued but unpaid interest thereon and Make-Whole Premium in the Redemption Notice, the Company shall pay the Make-Whole Premium entirely in cash. The Company may elect to pay the Make-Whole Premium or any and all other sums dueportion thereof, accrued or payable subject to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on fulfillment by the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours Company of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price conditions set forth in SECTION 2.1(b)(iSection 11.02(h), by delivering the number of shares of Common Stock equal to (i) the amount of the Note. A Notice Make-Whole Premium (or such lesser portion thereof that the Company elects to pay in shares of Common Stock if the Company elects to deliver the Make-Whole Premium in a combination of cash and shares of Common Stock), divided by (ii) the product of (x) the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the third Trading Day immediately preceding the Redemption must Date and (y) 98.0%. (d) The Company shall pay the Make-Whole Premium on all Notes called for redemption on or after October 1, 2015. (e) Any issuance of shares of Common Stock in respect of the Make-Whole Premium shall be accompanied by deemed to have been effected immediately prior to the close of business on the Redemption Date, and the Person or Persons in whose name or names any stock certificate or stock certificates representing shares of Common Stock shall be issuable upon such redemption in payment of the Make-Whole Premium shall be deemed to have become the holder or holders of record of the shares represented thereby on the Redemption Date; provided, however, that if any Redemption Date falls on a certificate signed by day when the chief executive officer or chief financial officer stock transfer books of the Company stating that shall be closed, the Company has Person or Persons in whose name or names any stock certificate or stock certificates representing shares of Common Stock shall be issuable upon such redemption in payment of the Make-Whole Premium shall be deemed to have become the holder or holders of record of the shares represented thereby on deposit and segregated ready funds equal the Business Day immediately following such Redemption Date. No payment or adjustment shall be made for dividends or distributions on any Common Stock for which the relevant Record Date occurred prior to the Redemption AmountDate. The Redemption Amount must A Holder receiving shares of Common Stock in respect of the Make-Whole Premium shall not be paid in good funds entitled to any rights as a holder of Common Stock, including, among other things, the Subscriber no later than right to vote and receive dividends and notices of stockholder meetings, until the fifth (5th) close of business day after on the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Dateor, 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, if applicable as described in the Noteproviso in the immediately preceding paragraph, the Business Day immediately following the Redemption Date). (f) The Company shall have occurrednot issue any fractional share of Common Stock upon payment of the Make-Whole Premium. Instead, the Company shall elect, in its sole discretion, to (1) pay cash in lieu of any fractional share of Common Stock based on the Last Reported Sale Price of the Common Stock on the Trading Day prior to the applicable Redemption Date or (2) round up the number of shares of Common Stock issuable upon conversion or redemption of Notes to the nearest whole number of shares. (g) Any issuance and delivery of stock certificates representing shares of Common Stock on delivery of the Make-Whole Premium shall be made without charge to the Holder of Notes being redeemed or converted or for any tax or duty in respect of the issuance or delivery of such stock certificates or the Notes represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issuance or delivery of stock certificates representing shares of Common Stock in a name other than that of the Holder of the Notes being redeemed, and no such issuance or delivery shall be made unless the Persons requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid. (h) The Company may, at its option, pay the Make-Whole Premium payable to Holders pursuant to Section 11.02(b) upon redemption of the Notes, in shares of Common Stock, if the following conditions are satisfied: (i) The shares of Common Stock to be so issued: (A) shall not require registration under any federal securities law before such shares may be freely transferable by a non-affiliate without being subject to any transfer restrictions under the Securities Act upon delivery or if such registration is required, such registration shall be completed and shall become effective prior to the Redemption Date; and (B) shall not require registration with, or approval of, any governmental authority under any state law or any other federal law before shares may be validly issued or delivered upon delivery or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the Redemption Date. (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 Prior to the Redemption Date. Purchase Price proceeds , the Company shall list or cause to have listed or quoted any shares of Common Stock to be issued upon redemption of Notes on any national securities exchange or automated quotation system on which the shares of Common Stock are then listed or quoted. (iii) All shares of Common Stock that may be issued upon redemption of Notes shall be newly issued shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge. (iv) If any of the conditions set forth in clauses (i) through (iii) of this Section 11.02(h) are not satisfied in accordance with the terms thereof, the Make-Whole Premium shall be used to effect an Optional Redemptionpaid by the Company solely in cash.

Optional Redemption. The Company will have the option of redeeming any outstanding Note ("Optional Redemption"a) by paying Prior to the Subscriber Par Call Date, the Obligor may redeem the Senior Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) the sum of money equal the present values of the remaining scheduled payments of principal and interest thereon discounted to 125the Redemption Date (assuming the Senior Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the portion of the Note described below together with Senior Notes to be redeemed, plus, in either case, accrued but 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) business day after the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"). In On or after the Par Call Date, the Obligor may redeem the Senior Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Senior Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Senior Notes called for redemption become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided that, at the Obligor’s option and discretion, a redemption may be subject to one or more conditions precedent including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Obligor or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, the applicable notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Company fails Business Day immediately preceding the relevant Redemption Date. The Obligor shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or it is not able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Senior Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price. Notices of redemption will be mailed to each Holder of Senior Notes to be redeemed at its registered address by first-class mail (or delivered in accordance with the procedures of the Depositary in respect of Global Notes), with a copy to the Trustee, at least 10 but not more than 60 days before the Redemption Date. On and after the Redemption Date, interest will cease to accrue on any Senior Notes that are redeemed unless the Obligor defaults in payment of the Redemption Price. Any redemption pursuant to this Section 2.06(a) shall be made pursuant to the provisions of Section 2.06(b) through (k) below. (b) If the Obligor elects to redeem the Senior Notes pursuant to the optional redemption provisions of Section 2.06(a) above, it shall furnish to the Trustee, at least 10 days but not more than 60 days before the Redemption Date, an Officer’s Certificate setting forth (1) the Redemption Date and (2) the CUSIP and/or ISIN numbers of the Senior Notes. (c) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate (including, in the case of Senior Notes represented by Global Notes, in accordance with the procedures of DTC), and may provide for the selection for redemption of portions (so that any Senior Notes remaining after such selection are equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes. (d) The Trustee shall promptly notify the Obligor in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed. (e) For all purposes of this Third Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (f) Notice of redemption of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof, by first-class mail, postage prepaid, mailed (or otherwise delivered in accordance with the procedures of DTC) not fewer than 10 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) the principal amount of Senior Notes to be redeemed and if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.06(j); (iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Base Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be given by the Obligor with a copy to the Trustee or, at the Obligor’s request, by the Trustee in the name and at the expense of the Obligor; provided, however, that if the Obligor requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five Business Days before such notice is required to be sent to the Holders (or such shorter period as shall be acceptable to the Trustee). (g) Notice of any redemption of Senior Notes pursuant to this Section 2.06 may, at the Obligor’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Obligor or another entity). If any redemption is subject to satisfaction of one or more conditions precedent, the applicable notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Obligor shall notify Holders and the Trustee of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Obligor shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Senior Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price as set forth in this Section 2.06. (h) On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Base Indenture) an amount of money sufficient to pay the Redemption Amount Price of all the Senior Notes which are to be redeemed on that date. (i) On and after the Redemption Date, interest will cease to accrue on the Senior Notes or any portion thereof called for redemption, unless the Obligor defaults in the payment of the Redemption Price and accrued interest, if any. Upon surrender of such Senior Notes for redemption in accordance with the notice, such Senior Notes shall be paid by the Optional Redemption Payment Date, then Obligor at the Redemption Notice will Price. Any installment of interest due and payable on or prior to the Redemption Date shall be null and void payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the Company will thereafter have no further right provisions of Section 2.06 of the Base Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (j) Any Senior Note that is a Definitive Note that is to effect be redeemed only in part shall be surrendered at the office or agency maintained by the Obligor pursuant to Section 9.02 of the Base Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and upon receipt of an Optional RedemptionAuthentication Order, the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the Subscription's electionexpense of the Obligor, a new Senior Note or Senior Notes in certificated form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered. (k) The Obligor’s actions and determinations in determining the Redemption Amount will Price shall be deemed a Mandatory Redemption Payment conclusive and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Datebinding for all purposes, absent manifest error. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, The Trustee shall have occurred; and (ii) no obligation to calculate or verify the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as calculation of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionPrice.

Optional Redemption. The Company will have At any time prior to August 25, 2054 (which is the option of redeeming any outstanding Note ("Optional Redemption") by paying date that is six months prior to the Subscriber maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at a sum of money redemption price calculated by the Company equal to 125the greater of: (a) 100% of the principal amount of the portion Notes to be redeemed; and (b) the present values 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 remaining scheduled payments of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 on such Notes that would have been due if the subject of Notes matured on the Notice of Notes Par Call Date (but excluding accrued and unpaid interest to but excluding the Redemption 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 Date), computed using 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 discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Amount. The Redemption Amount must be paid in good funds Date) plus 25 basis points, plus accrued and unpaid interest, if any, to the Subscriber no later than the fifth (5th) business day after but excluding the Redemption Date ("Optional Redemption subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date"). In The Trustee shall have no obligation to calculate or verify any make-whole premium. At any time on or after the event Par Call Date, the Company fails may choose to pay redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to but excluding the Redemption Amount by Date (subject to the Optional Redemption Payment Date, then right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Notice will Price, but need not include the Redemption Price itself. The actual Redemption Price must be null and void and set forth in an Officer’s Certificate of the Company will thereafter have delivered to the Trustee no further right later than two Business Days prior 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not be used less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to effect an Optional Redemptionthe Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the Holders in such tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price in connection with any redemption, and the Trustee shall have no duty to calculate or verify any such calculation.

Optional Redemption. The Company Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price will have the option of redeeming any outstanding Note ("Optional Redemption") by paying be equal to the Subscriber a sum of money equal to 125greater of: (i) 100% of the aggregate principal amount of the portion Notes to be redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the Note described below together with accrued but unpaid interest thereon and any and all other sums duepresent values of the Remaining Scheduled Payments, accrued or payable 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), Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to using a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery rate equal to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five Treasury Rate plus 15 basis points (5) business days after receipt of a Notice of Redemption such sum 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price be calculated as set forth in SECTION 2.1(b)(ithe Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the Note. A Notice close of Redemption must be accompanied by a certificate signed by business on the chief executive officer or chief financial officer relevant Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Company stating that the Company has on deposit Depositary. On 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 fifth (5th) business day 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 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion Price of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Notes to be redeemed on the Redemption Date. Purchase If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable 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 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price proceeds may (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be used determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to effect be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Optional RedemptionOfficer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. 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.

Optional Redemption. The Company will have Notes may be redeemed at the Issuer’s option of redeeming any outstanding Note ("Optional Redemption") by paying in whole or, from time to time, in part prior to the Subscriber Maturity Date as follows: (a) If the Notes are redeemed before September 15, 2023, the Notes will be redeemed at a sum of money Redemption Price equal to 125the greater of: (i) 100% 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 Notes then outstanding 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurredredeemed; and and (ii) the Company Shares issuable upon conversion sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the full outstanding Note present values of the remaining scheduled payments of principal are included for unrestricted resale in a registration statement effective as of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date. Purchase ) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points (the “Make-Whole Premium”); plus any accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after September 15, 2023, the Notes will be redeemed at a Redemption Price proceeds equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may not be, to the date of such payment on the next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be used to effect an Optional Redemptionredeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.

Optional Redemption. The Company At any time prior to , 20 , 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 , 20 , the Notes will have be redeemable at the option of redeeming any outstanding Note ("Optional Redemption") by paying the Issuer, in whole or from time to the Subscriber time in part, at a sum of money redemption price equal to 125100% of the principal amount of the portion Notes to be redeemed plus accrued interest thereon to the Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Note described below together 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 accrued but unpaid interest thereon and 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 less than 30 days nor more than 60 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 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 Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption ("Notice of Redemption) or such shorter period as is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery satisfactory to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(iiTrustee) of the Noteaggregate principal amount of Notes to be redeemed and their Redemption Date. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to Issuer shall give the Company Notice of Conversion in connection with some or all Trustee notice of the Note principal Make-Whole Amount promptly after the calculation thereof and interest which was if the subject Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Notice of Redemption provided Base Indenture, such notice from the Conversion Price elected by Issuer shall be given to the Subscriber is Trustee at such time as shall permit the Maximum Base Price set forth in SECTION 2.1(b)(i) Trustee to include notice of the NoteMake-Whole Amount in such notice of redemption. A Notice of Redemption must be accompanied by a certificate signed by The Trustee shall have no responsibility for calculating 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 fifth (5th) 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. 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 occurredopening 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; and or (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. Purchase Price proceeds may not be used to effect an Optional Redemptionpart.

Optional Redemption. (a) The Company will shall have the option of redeeming right, exercisable at any outstanding Note ("Optional Redemption") by paying time, to the Subscriber a sum of money equal to 125% of the principal amount of the redeem from funds legally available therefor all or any portion of the Note described below together with accrued but unpaid interest thereon then outstanding and any and all other sums due, accrued or payable unconverted shares of Preferred Stock at a price equal to the Subscriber arising under Redemption Price. Any redemptions pursuant to this Subscription AgreementSection 6 shall be effected by the delivery of a notice to each holder of Preferred Stock to be redeemed, Note or any other document which notice shall indicate the number of shares of Preferred Stock of each holder to be redeemed and the date that such redemption is to be effected, which shall be the fifth (5/th/) Trading Day after the date such notice is deemed delivered herewith pursuant to Section 5(i) (the "Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Optional Redemption Date"). A Notice All redeemed shares ------------------------ of Preferred Stock shall cease to be outstanding and shall have the status of authorized but undesignated stock, but may not be reissued as Preferred Stock. The entire Redemption must Price under this Section shall be givenpaid in cash by the Optional Redemption Date. The holders of the Preferred Stock shall have the right to tender, and the Company shall honor, Conversion Notices for shares of Preferred Stock, including shares subject to the notice of redemption described in this Section, at any time through the fourth (4/th/) Trading Day after receipt of such notice of redemption. (b) If any portion of the Redemption Price under this section is not paid by the Company on or prior to the Optional Redemption Date, interest shall accrue thereon at the rate of 18% per annum thereafter until such Redemption Price plus all such interest is paid in full (which amount shall be paid as liquidated damages and not as a penalty). In addition, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a any portion of Note such Redemption Price remains unpaid for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within more than five (5) business calendar days after receipt the date due, each holder of a Notice the Preferred Stock subject to such redemption may elect, by written notice to the Company, to either (i) demand conversion in accordance with the formula and the time frame therefor set forth in Section 5 of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest shares of Preferred Stock for which was such Redemption Price has not been paid in full (the subject "Unpaid Redemption Shares"), in which event the Per Share ------------------------ Market Price for such shares shall be the lower of the Notice of Per Share Market Price calculated on the date such Redemption provided Price was originally due and the Conversion Per Share Market Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) as of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer holder's written demand for conversion, or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal (ii) invalidate ab initio such redemption, notwithstanding anything herein contained --------- to the Redemption Amountcontrary. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 If 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. A Notice of Redemption may be given by the Company, provided holder elects option (i) no Event of Defaultabove, as described in the Note, shall have occurred; and (ii) the Company Shares shall within three (3) Trading Days of its receipt of such election deliver to such holder the shares of Common Stock issuable upon conversion of the full outstanding Note principal are included for unrestricted resale Unpaid Redemption Shares subject to such holder conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if such holder elects option (ii) above, the Company shall promptly, and in a registration statement effective as any event not later than three (3) Trading Days from receipt of the holder's notice of such election, return to the holder all of the Unpaid Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionShares.

Optional Redemption. The Company will have 2008 Notes are redeemable, in whole or in part, at the option of redeeming Company’s option, on any outstanding Note Interest Payment Date, on or after June 1, 2007, at a redemption price ("Optional Redemption"the “Redemption Price”) by paying to the Subscriber a sum of money equal to 125100% of the principal amount of the portion of the Note described below together with 2008 Notes to be 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 Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice principal amount of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 2008 Notes being redeemed to the Redemption AmountDate. Except as set forth above, the 2008 Notes will not be redeemable prior to their Stated Maturity and will not be entitled to the benefit of any sinking fund. 2008 Notes called for optional redemption become due on the Redemption Date. Notices of optional redemption will be given by first-class mail, postage prepaid, at least 30 but not more than 60 days before the Redemption Date, to each Holder of the 2008 Notes to be redeemed, at its address as shown in the Security Register. The notice of optional redemption for the 2008 Notes will state, among other things, the aggregate principal amount of such 2008 Notes to be redeemed, the Redemption Amount must Date, the Redemption Price and the place(s) where payment will be paid made upon presentation and surrender of 2008 Notes to be redeemed. Unless the Company defaults in good funds payment of the Redemption Price, interest will cease to the Subscriber no later than the fifth (5th) business day after accrue on the Redemption Date ("Optional Redemption Payment Date")with respect to any 2008 Notes that have been called for optional redemption. If less than all the 2008 Notes are redeemed at any time, the Trustee will select the 2008 Notes to be redeemed on a pro rata basis or by any other method the Trustee deems fair and appropriate. The 2008 Notes may be redeemed in part in multiplies of $1,000 only. In the event of redemption of this Security in part only, a new 2008 Note or 2008 Notes of like tenor for the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice unredeemed portion hereof will be null and void and issued in the Company will thereafter have no further right to effect an Optional Redemption, and at name of the Subscription's election, Holder hereof upon the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Datecancellation hereof. Such failure Any such redemption will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion comply with Article Eleven of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionIndenture.

Optional Redemption. The Company will shall have the option right, at the Company's option, at any time, and from time to time, on a Redemption Date on or after February 1, 2012, to redeem all or any part of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber Securities at a sum of money price payable in cash equal to 125% one hundred percent (100%) of the principal amount of the portion of the Note described below together with Securities to be 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 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 must be giveninterest, if at allany, within two hours of the delivery to the Company by facsimile of a Conversion Notice to, but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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 Dateexcluding, 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Upon surrender to the Paying Agent of a Security subject to Redemption, such Security shall be paid, to the Holder surrendering such Security, at the Redemption Price proceeds may plus accrued and unpaid interest to, but excluding, the Redemption Date, unless the Redemption Date is an interest payment date, in which case such accrued and unpaid interest will instead be paid on such interest payment date to the Holder of record of such Security at the close of business on the record date for such interest payment. The Company will make at least fourteen (14) semi-annual interest payments with respect to the Securities prior to redeeming any Securities under this PARAGRAPH 6. If the Paying Agent (other than the Company) holds on a Redemption Date money sufficient to pay the aggregate Redemption Price with respect to all Securities to be redeemed, plus accrued and unpaid interest, if any, payable as provided in the Indenture upon Redemption, then (unless there shall be a Default in the payment of such aggregate Redemption Price or of such accrued and unpaid interest) on and after such date such Securities shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not be used such Securities are delivered to effect an Optional Redemptionthe Paying Agent. Thereafter, all rights of the Holders of such Securities shall terminate with respect to such Securities, other than the right to receive the Redemption Price, plus such accrued and unpaid interest, in accordance with the Indenture.

Optional Redemption. The (a) No sinking fund is provided for the Notes. Except in the case of a Cleanup Redemption or a Tax Redemption, the Notes shall not be redeemable by the Company will have prior to July 6, 2028. On or after July 6, 2028 and prior to the option 41st scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem for cash all or any portion of redeeming the Notes (subject to the Partial Redemption Limitation), at the Redemption Price, if (i) the Liquidity Conditions are satisfied in accordance with the definition thereof and (ii) the Last Reported Sale Price of the Class A Ordinary Shares has been at least 140% of the Conversion Price then in effect for at least twenty (20) Trading Days (whether or not consecutive) during any outstanding Note thirty ("30) consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Optional Redemption Notice in accordance with this ‎Section 16.01 (an “Optional Redemption"”); provided, however that the Company may not redeem less than all of the outstanding Notes for Optional Redemption unless at least $75,000,000 aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related Optional Redemption Notice and after giving effect to the delivery of such Optional Redemption Notice (such limitation, a “Partial Redemption Limitation”). (b) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to ‎Section 16.01, it shall fix a date for Optional Redemption (each, an “Optional Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Optional Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (an “Optional Redemption Notice”) not less than forty-five (45) nor more than sixty (60) Scheduled Trading Days prior to the Optional Redemption Date to each Holder of Notes so to be redeemed (provided, that if the Company elects Physical Settlement for conversions of Called Notes during the related Redemption Period, the Company may not provide less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before the applicable Optional Redemption Date); provided, however, that, if the Company shall give such notice, it shall also give written notice of the Optional Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Optional Redemption Date must be a Business Day, and the Company may not specify an Optional Redemption Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date. (c) The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice by mail or any defect in the Optional Redemption Notice to the Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity of the proceedings for the Optional Redemption of any other Note. (d) Each Optional Redemption Notice shall specify: (i) the Optional Redemption Date; (ii) the Redemption Price; (iii) that on the Optional Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date; (iv) the name and address of the Paying Agent and Conversion Agent; (v) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable; (vii) the Conversion Rate and, if applicable, the number of Additional Class A Ordinary Shares added to the Conversion Rate in accordance with ‎ Section 14.04; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. Simultaneously with providing the Optional Redemption Notice, the Company shall publish a notice containing the information included in the Optional Redemption Notice on the Company’s website or through such other public medium as the Company may use. The Trustee shall have no obligation to make any determination in connection with the foregoing. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the Applicable Procedures. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee will select the Notes to be redeemed (in principal amounts of $1,000 or multiples there) by paying lot, on a pro rata basis (subject to rounding to the Subscriber a sum of money equal nearest $1,000 principal amount) or by other method the Trustee considers to 125% of be fair and appropriate. No Notes may be redeemed by Optional Redemption if 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion Notes has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption accelerated, and such acceleration has not been rescinded, on or prior 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 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In except in the event case of an acceleration resulting from a default by 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional RedemptionPrice).

Optional Redemption. The Company will have Prior to February 5, 2052 (the option “Applicable Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of redeeming any outstanding Note ("Optional Redemption"principal amount and rounded to three decimal places) by paying equal to the Subscriber a greater of: (A) the sum of money equal the present values of the remaining scheduled payments of principal and interest on the Notes discounted to 125the relevant Redemption Date (assuming the Notes matured on the Applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points (such sum to be calculated as set forth in the Indenture); or (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of either (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. On or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the relevant Redemption Date. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to shall be issued in the Subscriber arising under this Subscription Agreement, name of the Holder of the Note or any other document delivered herewith ("Redemption Amount") outstanding on upon surrender for cancellation of the day notice of redemption ("original Note. Notice of Redemptionany redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is given to a Subscriber ("be determined if the Redemption Date")Price cannot be determined at the time the notice is given. A Notice of If the Redemption must Price cannot be determined at the time such notice is to be given, if at allthe actual Redemption Price, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price calculated as set forth in SECTION 2.1(b)(i) of the Note. A Notice of Redemption must Indenture, shall 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 set forth in an Officer’s Certificate delivered to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber Trustee no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails two Business Days prior 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds 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. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption 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 satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of business one Business Day prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be used able to effect an Optional Redemptionbe satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.

Optional Redemption. The Company will have Notes may be redeemed at the option of redeeming Issuer’s option, in whole or in part, at any outstanding Note ("Optional Redemption") by paying time and from time to time, prior to the Subscriber Maturity Date as follows: (a) If the Notes are redeemed before the Par Call Date, the Notes will be redeemed at a Redemption Price equal to the greater of: (a) the sum of money equal the present values of the remaining scheduled payments of principal and interest thereon discounted to 125the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that with respect to a Redemption Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year, the required payment of Redemption Price on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If the Issuer elects to redeem only a portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums dueNotes, accrued or payable the particular Notes to be redeemed will be selected by the Trustee on a pro rata basis to the Subscriber arising under this Subscription Agreementextent practicable, 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 must be givenor, if at alla pro rata basis is not practicable for any reason, within two hours by lot or in such other manner as the Trustee shall deem fair and appropriate, and in any case in accordance with the applicable procedures of the delivery to Depositary; provided, however, that no such partial redemption shall reduce the Company by facsimile portion of the principal amount of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption not redeemed 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 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 less than the fifth (5th) 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used to effect an Optional Redemption$2,000.

Optional Redemption. The Company will have Prior to May 20, 2013, the option of redeeming Notes shall not be redeemable at the Company’s option. On or after May 20, 2013, the Company, at its option, may redeem the Notes for cash at any outstanding Note time, in whole or in part, at a redemption price ("Optional Redemption"the “Redemption Price”) by paying to the Subscriber a sum of money equal to 125100% of the principal amount of the portion Notes redeemed, plus any accrued and unpaid interest, accrued and unpaid Contingent Interest, if any, and accrued and unpaid Additional Interest, if any, on the Notes redeemed up to, but not including, the Redemption Date; provided, however, that, in no event shall a Redemption Date be a Legal Holiday; provided, further, that, if the Redemption Date is on a date that is after an Interest Record Date and on or prior to the corresponding Interest Payment Date, the Redemption Price shall be 100% of the Note described below together with principal amount of the Notes redeemed but shall not include accrued but and unpaid interest thereon and any and all other sums dueinterest, accrued or payable and unpaid Contingent Interest, if any, and Additional Interest, if any. Instead, the Company shall pay such interest, Contingent Interest, if any, and Additional Interest, if any, on the Interest Payment Date to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding holder of record on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption corresponding Interest Record Date"). A Notice of Redemption must Notwithstanding the foregoing, no Notes may be given, redeemed by the Company if at all, within two hours the principal amount of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion Notes has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption accelerated and such acceleration has not been rescinded on or prior 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 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In except in the event case of an acceleration resulting from a default by 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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. Purchase Price proceeds may not be used with respect to effect an Optional Redemptionsuch Notes).

Optional Redemption. The Company will have the option of redeeming may redeem this Note at any outstanding Note ("Optional Redemption") by paying time, in whole or from time to time in part, at a redemption price equal to the Subscriber a greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to the redemption date: (i) 100% of the principal amount to be redeemed; and (ii) the sum of money the present values of the remaining scheduled payments of principal and interest. In determining the present values of the remaining scheduled payments, such payments shall be discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to 125the Treasury Rate plus 0.30%, plus accrued interest thereon to the redemption date (the “Make-Whole Amount”); provided that if the Company redeems any Notes on or after March 1, 2021 (three months prior to the Stated Maturity of the Notes), the redemption price for those Notes shall equal 100% of the principal amount of the portion of the Note described below together with Notes to be redeemed, plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable therein to the Subscriber arising under redemption date. If notice has been given as provided in the Indenture and funds for the redemption of this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding part thereof called for redemption shall have been made available on the day redemption date, this Note or such part thereof shall cease to bear interest on the redemption date referred to in such notice and the only right of the Holder shall be to receive payment of the redemption price. Notice of any optional redemption of any Notes shall be given to the Holder hereof (in accordance with the provisions of the Indenture), not more than 60 nor less than 30 days prior to the redemption date. The notice of redemption ("Notice shall specify, among other things, the redemption price and the aggregate principal amount of Redemption) is given Notes to a Subscriber ("Redemption Date")be redeemed. A Notice The notice of Redemption must redemption may be givenconditional in that the Company may, if at all, within two hours notwithstanding the giving of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by redemption, condition the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) redemption of the Note. The Subscriber may elect within five Notes specified in the notice of redemption upon the completion of other transactions, such as refinancings or acquisitions (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 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 whether of the Company stating that or by 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"Company). In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms and provisions as this Note shall be issued by 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion name of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of Holder hereof upon the Redemption Date. Purchase Price proceeds may not be used to effect an Optional Redemptionpresentation and surrender hereof.

Optional Redemption. (a) The Company will have the option of redeeming any outstanding Note Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125120% 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 must may not be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only given in connection with a any portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) at any time before receipt of the Notea 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 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 fifth seventh (5th7th) business day after the Redemption Date ("Optional Redemption Payment Date"). On the Optional Redemption Payment Date, the Company must deliver one common stock purchase warrant for each $3.00 of Redemption Amount ("Redemption Warrant"). The Redemption Warrant will be identical to the Warrant except that the "Purchase Price" shall be $1.00 per share of Common Stock and the holder of the Redemption Warrant shall have only "piggyback" registration rights as described in Section 10.1(ii) of this Agreement in relation to the shares of Common Stock issuable upon exercise of the Redemption Warrant. 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 occurredoccurred 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 (iii) the Conversion Price for each of the ten (10) trading days preceding the Redemption Date is less than $.80. Purchase Price Note proceeds may not be used to effect an Optional Redemption. (b) In the event the Company obtains a commitment from a commercial lender to refinance its current bank debt and receive not less than $4,000,000 of bank financing ("Bank Refinancing"), then the Redemption Amount shall be 110% 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 outstanding on the Redemption Date. However, the Subscriber may, within five (5) business days after receipt of the Notice of Redemption, reject the Notice of Redemption given by the Company in connection with the Bank Refinancing and instead agree to subordinate the security interest described in Section 12 hereof to a security interest to be granted to the bank providing the funds or credit in the Bank Refinancing.

Optional Redemption. The Company will have Notes may be redeemed, at the Issuer’s option of redeeming any outstanding Note ("Optional Redemption") by paying in whole or, from time to time, in in part, prior to the Subscriber Maturity Date as follows: (a) If the Notes are redeemed before November 15, 2030 (the “Par Call Date”), the Notes will be redeemed at a sum of money Redemption Price equal to 125the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; and (ii) the sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points plus accrued and unpaid interest thereon to, but not including, the Redemption Date. plus any accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that with respect to a Redemption Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of Redemption Price on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If notice has been given in the manner provided in Section 1104 of the Indenture and funds for the redemption 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 part thereof called for redemption will have been made available on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must , the Notes to be givenredeemed, if at allor such part thereof, within two hours of the delivery will cease to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 accrue interest from and interest which was the subject of the Notice of Redemption 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In referred to in such notice and the event only right of the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice Holder 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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 receive payment of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionPrice.

Optional Redemption. The Company Senior Notes will have be redeemable, at the option of redeeming the Company, at any outstanding Note time and from time to time ("Optional Redemption"the date of any such redemption, a “Redemption Date”), in whole or in part, at a redemption price (the “Redemption Price”) by paying equal to: (a) if the Senior Notes are redeemed prior to the Subscriber a sum Par Call Date, the greater of money equal to 125(i) 100% of the principal amount of the Senior Notes to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if the Senior Notes matured on the Par Call Date, not including any portion of the Note described below together with payments of interest accrued but as of such Redemption Date, discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points, as calculated by an Independent Investment Banker; or (b) if the Senior Notes are redeemed on or after the Par Call Date, 100% of the principal amount of the Senior Notes to be redeemed; 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 Senior Notes to a Subscriber ("be redeemed to, but excluding, such Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 If the Company has given notice as provided in the Original Indenture and made funds available for the redemption of any Senior Notes called for redemption on deposit and segregated ready funds equal the Redemption Date referred to in that notice, those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) 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 Datepaid as specified in such notice. Such failure The Company will also give written notice of any redemption of any Senior Notes to Holders of the Senior Notes to be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Defaultredeemed at their addresses, as described shown in the NoteSecurity Register for the Senior Notes, shall have occurred; at least 30 days 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 not more than 60 days prior to the Redemption Date. Purchase The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price proceeds may and the aggregate principal amount of the Senior Notes to be redeemed. If the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes to be redeemed shall be selected by the Trustee not more than 45 days prior to the Redemption Date. The Senior Notes shall be used selected by lot or, in the case of Global Securities, pursuant to effect an Optional Redemptionthe applicable procedures of the Depositary, for the Senior Notes to be redeemed in part.

Optional Redemption. The Company will have the option of redeeming any outstanding the Note and Put Note (as hereinafter defined) ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% of determined by multiplying the principal amount of the portion of the Note described below 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 the date notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must may not be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only given in connection with a any portion of Note or Put Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) at any time before receipt of the Notea 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the NoteRedemption. 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 fifth (5th) 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 the Company's offering of up to $2,866,666 of Notes and up to $1,433,334 of Put Notes to which this Subscription Agreement relates, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the CompanyCompany only during the seven (7) business day period commencing on the 181st day after the Effective Date (defined in Section 10.1(iv) hereof, provided (i) no Event of Default, as described in the Note, Note shall have occurredoccurred or be continuing; and (ii) the Company Shares issuable upon conversion average closing bid price of the full outstanding Note principal are included Company's common stock on the NASD OTC Bulletin Board shall have been not less than $3.00 for unrestricted resale in a registration statement effective as each of the twenty trading days prior to the Redemption Date; and (iii) the average daily trading volume of the Company's common stock on the NASD OTC Bulletin Board shall have been not less than 100,000 common shares for each of the twenty trading days prior to the Redemption Date. Purchase Price proceeds Only one Notice of Redemption may not be used given to effect an Optional Redemptionthe Subscriber.

Optional Redemption. (a) The Company will have Issuer may (i) on any date after the option of redeeming any outstanding Investment Period Termination Date, where the Aggregate Outstanding Note ("Optional Redemption") Balance divided by paying to the Subscriber a sum of money Aggregate Outstanding Loan Balance is less than or equal to 125% of 0.40, or (ii) upon 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 must be given, if at all, within two hours of the delivery to the Company by facsimile occurrence of a Conversion Notice but only in connection with a portion Change of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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 DateControl, 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 electionin whole but not in part, the on any Redemption Amount will Date (such Redemption Date shall be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will to be deemed specified in a Mandatory Redemption Payment Date. Such failure will also notice to be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, delivered as described in the Note, shall have occurred; and (iisecond sentence of this Section 10.01(a)) the Company Shares issuable upon conversion of the by deposit in full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price in the Distribution Account for distribution to the Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York, New York time) on the business day preceding the applicable Payment Date whereupon all such Notes shall be due and payable on the applicable Payment Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02 hereof. The Issuer will furnish notice of such election to the Trustee and the Rating Agency no later than ten Business Days prior to the proposed Redemption Date. (b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.02 hereof, on the Redemption Date become due and payable at the Redemption Price with respect thereto and (unless such Redemption Price is not paid) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Issuer in the Distribution Account of an amount equal to the Redemption Price, the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts). (c) The portion of the Redemption Price constituting payment of principal or the Make-Whole Amount, if applicable, of the Notes shall be distributed to Noteholders in accordance with Section 7.05(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement. (d) The Issuer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time prior to the proposed Redemption Date set forth in any prior notice of Optional Redemption by providing written notice to the Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. Purchase Price proceeds may not be used A withdrawal of such notice of Optional Redemption or the inability of the Issuer to effect complete an Optional RedemptionRedemption of the Notes will not constitute an Event of Default.

Optional Redemption. The Company will have Notes may be redeemed, at the Issuer’s option of redeeming any outstanding Note ("Optional Redemption") by paying in whole or, from time to time, in in part, prior to the Subscriber Maturity Date as follows: (a) If the Notes are redeemed before September 15, 2023, the Notes will be redeemed at a sum of money Redemption Price equal to 125the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed; and (ii) the sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points (the “Make-Whole Premium”); plus any accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after September 15, 2023, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that with respect to a Redemption Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If notice has been given in the manner provided in Section 1104 of the Indenture and funds for the redemption 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 part thereof called for redemption will have been made available on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must , the Notes to be givenredeemed, if at allor such part thereof, within two hours of the delivery will cease to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 accrue interest from and interest which was the subject of the Notice of Redemption 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 fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In referred to in such notice and the event only right of the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice Holder 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; 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 receive payment of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional RedemptionPrice.

Optional Redemption. The Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber Purchaser a sum of money equal to 125as follows: from the Closing Date through 90 days after the Closing Date - 120% from 91 days through 135 days after the Closing Date - 135% after 135 days following the Closing Date - 150% 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 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 to a Subscriber Purchaser ("Redemption Date"). Notwithstanding the foregoing, if the implied return to the Purchaser based on the market price of the Common Stock on any of the three days preceding the Redemption Date is greater than the percentages set forth above, then the Redemption Amount shall be increased to equal the implied return to the Purchaser had the Purchaser been permitted to convert the principal amount of the Note into shares of Common Stock at the relevant Conversion Price on the Redemption Date. A Notice of Redemption must may not be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only given in connection with a any portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) Purchaser at any time before receipt of the Notea Notice of Redemption. The Subscriber Purchaser 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the NoteRedemption. 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 fifth seventh (5th7th) 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 SubscriptionPurchaser'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. A Any Notice of Redemption may must be given by to all holders of Note issued in connection with the CompanyOffering, provided (i) no Event in proportion to their holdings of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in on a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional Redemption.

Optional Redemption. The Company will have Notes may be redeemed at the Issuer’s option of redeeming any outstanding Note ("Optional Redemption") by paying in whole or, from time to time, in part prior to the Subscriber Maturity Date as follows: (a) If the Notes are redeemed before November 15, 2030, (the “Par Call Date”) the Notes will be redeemed at a sum of money Redemption Price equal to 125the greater of: (i) 100% of the principal amount of the portion of the Note described below together with Notes then outstanding 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 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 must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the 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 Redemption 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 fifth (5th) 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 electionnot including, 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. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and and (ii) the Company Shares issuable upon conversion sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the full outstanding Note present values of the remaining scheduled payments of principal are included for unrestricted resale in a registration statement effective as of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date. Purchase ), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price proceeds equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may not be, to the date of such payment on the next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of Redemption Price on the Notes to be used to effect an Optional Redemptionredeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.