Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.

Optional Redemption. (a) Provided that At any time, the Company may, at its option, redeem all, but not less than all, of the Warrant Shares for which the Registered Holder has a number of authorized but unissued shares of Common Stock sufficient for not exercised its right to be issued (the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional RedemptionAvailable Warrant Shares"), in whole or in part, together with interest accrued thereon, by paying $3.33 per Available Warrant Share (subject to the Holder a sum of money equal appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations affecting such shares) in cash for each Available Warrant Share then redeemed (hereinafter referred to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (as the "Redemption AmountPrice") ); provided, however, that the Registered Holder may immediately exercise its Warrant or Warrants until such time on the day written notice of redemption (the "Notice of Redemption") is given or 15 days prior to the Holder. The Notice of Redemption shall specify Date (as defined below). (b) At least 15 days prior to the date fixed for such Optional Redemption any redemption of Available Warrant Shares (hereinafter referred to as the "Redemption Payment Date"), which date written notice shall be not less than five (5) business days after mailed, by first class or registered mail, postage prepaid, to the date Registered Holder, notifying such holder of the Notice election of the Company to redeem such Available Warrant Shares, specifying the Redemption Date and calling upon the Registered Holder to surrender to the Company, in the manner and at the place designated, its Warrant or Warrants, representing the Available Warrant Shares to be redeemed (such notice is hereinafter referred to as the "Redemption PeriodNotice"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, On or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On Date (subject to the Registered Holder's right to exercise such Warrants prior to the Redemption Payment Date), the Registered Holder shall surrender its Warrant or Warrants representing Available Warrant Shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the Registered Holder and each surrendered Warrant shall be cancelled. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Amount Price (or the Registered Holder has exercised the Warrants prior to such Redemption Date), all rights of the Registered Holder designated for redemption in the Redemption Notice as the Registered Holder (except the right to receive the Redemption Price without interest upon surrender of the Warrant) shall be paid in good funds cease with respect to the Holder. In Warrant or Warrants representing the event the Borrower fails to pay the Redemption Amount Available Warrant Shares, and such Warrant or Warrants shall not thereafter be transferred on the Redemption Payment Date as set forth herein, then (i) such Notice books of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may the Company or be deemed by Holder to be a non-curable Event of Defaultoutstanding for any purpose whatsoever.

Optional Redemption. (a) Provided that If no redemption right is set forth on the Company has face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture. If a number of authorized but unissued shares of Common Stock sufficient for Redemption Right is set forth on the issuance of all Conversion Shares underlying the remaining principal amount face of this Note, such Common Stock is listed or quoted (and is not suspended from trading) the Trust shall elect to redeem this Note on the Principal Market and such shares of Common Stock are approved for listing Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Redemption Date in whole or in part, as applicable, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest accrued thereon, by paying thereon to the Holder a sum of money applicable Redemption Date. “Redemption Price” shall mean an amount equal to one hundred fifty percent the Initial Redemption Percentage (150%as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of the principal amount this Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion unpaid Principal Amount of this Note for which to be redeemed shall be determined by multiplying (1) the Holder has a pending election Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to convertbe redeemed by Protective Life, or for Conversion Notices by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the Principal Amount thereof to be redeemed. Notice must be given by the Holder not more than seventy-five (75) nor less than thirty (30) calendar days prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holderproposed redemption date. In the event of redemption of this Note in part only, a new Note for the Borrower fails unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of the Notes are redeemed, the Indenture Trustee will select by lot or in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to pay the Redemption Amount on the Redemption Payment Date as set forth be redeemed. Unless otherwise specified herein, then the Trust may not redeem the Notes after the date that is thirty (i30) such Notice of Redemption will be null and void, (ii) Borrower will have no further right days prior to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe Stated Maturity Date.

Optional Redemption. (a) Provided that If no redemption right is set forth on the Company has face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture. If a number of authorized but unissued shares of Common Stock sufficient for Redemption Right is set forth on the issuance of all Conversion Shares underlying the remaining principal amount face of this Note, such Common Stock is listed or quoted (and is not suspended from trading) the Trust shall elect to redeem this Note on the Principal Market and such shares of Common Stock are approved for listing Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Redemption Date in whole or in part, as applicable, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest accrued thereon, by paying thereon to the Holder a sum of money applicable Redemption Date. “Redemption Price” shall mean an amount equal to one hundred fifty percent the Initial Redemption Percentage (150%as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of the principal amount this Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion unpaid Principal Amount of this Note for which to be redeemed shall be determined by multiplying (1) the Holder has a pending election Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to convertbe redeemed by Protective Life, or for Conversion Notices by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the Principal Amount thereof to be redeemed. Notice must be given by the Holder not more than seventy-five (75) nor less than thirty (30) calendar days prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holderproposed redemption date. In the event of redemption of this Note in part only, a new Note for the Borrower fails unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of the Notes are redeemed, the Depositary will select by lot the amount of the interest of each direct participant in the Trust to pay the Redemption Amount on the Redemption Payment Date as set forth be redeemed. Unless otherwise specified herein, then the Trust may not redeem the Notes after the date that is thirty (i30) such Notice of Redemption will be null and void, (ii) Borrower will have no further right days prior to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe Stated Maturity Date.

Optional Redemption. (a) Provided The Issuer may redeem all or part of the Notes pursuant to the optional redemption provisions of paragraph 5 of each Global Note or Definitive Registered Note. (b) If a redemption date is not on a Business Day, payment may be made on the next succeeding day that the Company has is a number of authorized but unissued shares of Common Stock sufficient Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were on a Business Day for the issuance intervening period. (c) Unless the Issuer defaults in the payment of all Conversion Shares underlying the remaining principal amount redemption price, interest will cease to accrue on the Notes or the portion thereof called for redemption on the applicable redemption date. (d) Any redemption notice given in respect of this Noteany redemption of the Notes (including upon an Equity Offering or in connection with a transaction (or series of related transactions) or an event that constitutes a Change of Control) may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, the completion or occurrence of the relevant transaction, as the case may be. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such Common Stock is listed or quoted (notice shall describe each such condition, and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under shall state that, in the Registration Statement and Issuer’s discretion, the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock redemption date may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note delayed until such time ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less including more than five (5) business 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, or such redemption or purchase 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 redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Notice Issuer any or all of Redemption (the "Redemption Period"). A Notice of Redemption shall such conditions will not be effective satisfied. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to any portion of this Note such redemption may be performed by another Person. In no event shall the Trustee be responsible for which the Holder has a pending election to convertmonitoring, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Datecharged with knowledge of, the Redemption Amount maximum aggregate amount of the Notes eligible under this Indenture to be redeemed. (e) Any redemption pursuant to this Section 3.07 shall be paid in good funds made pursuant to Sections 3.01 through 3.06. (f) If any Notes are listed on an exchange, and the Holderrules of the exchange so require, the Issuer will notify the exchange of any such redemption and the principal amount of such Notes outstanding following any partial redemption of such Notes. In no event will the event Trustee be responsible for monitoring, or charged with knowledge of, the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice maximum aggregate amount of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder Notes eligible under this Indenture to be a non-curable Event of Defaultredeemed.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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. This Option Redemption shall be available to the Borrower for 180 days from the date of the note and shall be of no effect thereafter.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement Note or any Transaction Document (the "“Redemption Amount"”) on the day written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a number Series or Class of authorized Notes in whole but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted not in part on any Payment Date (and is not suspended from tradinga “Redemption Payment Date”) on or after the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series or Class is reduced to less than the Subscription Agreement percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Note shall or would existSection 13.1(a), it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the Borrower redemption price of a Series or Class so redeemed will have equal the option Redemption Amount, the payment of prepaying which will be subject to the outstanding principal amount allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, 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, 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. ("Optional Redemption"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 a Permitted Refinancing or using the proceeds of issuance and sale of a new Series of Notes issued hereunder or, 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 by the Issuer pursuant to Section 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 Redemption Amount on the date set for such redemption (the “Redemption Date”). (d) If necessary to satisfy the Collateral Test, the Notes of any Series or Class of Variable Funding Notes shall be subject to repayment by the Issuer, in whole or in part, together with interest accrued thereon, by paying up to the Holder a sum of money equal amount necessary to one hundred fifty percent (150%) satisfy the Collateral Test, using any other cash or funds of the principal amount to be redeemedIssuer other than Collections on the Receivables, together with accrued but unpaid interest thereon and interest that will accrue until upon one (1) Business Day’s prior notice from the actual repayment date and any and all other sums due, accrued or payable Issuer to the Holder arising under Indenture Trustee, each Derivative Counterparty and the Note, related VFN Noteholders. Any such repayment pursuant to this Section 13.1(d) shall reduce the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice principal balance of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption Variable Funding Notes but shall not be effective with respect to result in a reduction of any portion funding commitments related thereto or the Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of this Note for which such Variable Funding Notes and the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 (iIssuer) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be made on a non-curable Event pro rata basis with other Series of DefaultVariable Funding Notes.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of prepay this Note ("“Optional Redemption"), in whole or in part, together with interest accrued thereon, ”) by paying to the Holder a sum of money equal to one hundred fifty percent (150100%) of the principal amount to be redeemed, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the this Note, the Subscription Purchase Agreement or any Transaction Document other Related Agreement (the "“Redemption Amount"”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five ten (510) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice of Redemption will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (iicollectively, the “Outstanding Notes”) Borrower will have no further right and the Company pursuant to deliver another Notice of 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 (iii) Borrower’s failure may be deemed by Holder make such payments to be all holders of Outstanding Notes on a non-curable Event pro rata basis based upon the Redemption Amount of Defaulteach Outstanding Note.

Optional Redemption. (a) Provided that At any time during the Optional Redemption Period, the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option right to redeem at any one time all or from time to time any part of prepaying the outstanding principal amount of this Note at the Optional Redemption Price pursuant to this Section 1.1 on any Optional Redemption Date, so long as the following conditions are met: ("1) during a period of 30 consecutive Trading Days ending not more than three Trading Days prior to the date the Company gives a particular Optional Redemption")Redemption Notice, (A) on each such Trading Day the Market Price of the Common Stock shall be at least 150 percent of the Conversion Price in whole effect on such Trading Day, and (B) the Average Daily Trading Volume Threshold is met; (2) on the date an Optional Redemption Notice is given and at all times to and including the applicable Optional Redemption Date, no Event of Default and no event which, with notice or in partpassage of time, together with interest accrued thereonor both, by paying would become an Event of Default has occurred and is continuing (unless the requirements of this clause (2) will be satisfied immediately after the redemption of this Note on the applicable Optional Redemption Date and the Company shall furnish Company Certificates to the Holder to such effect on the date the applicable Optional Redemption Notice is given to the Holder and on the applicable Optional Redemption Date); (3) on the date an Optional Redemption Notice is given and at all times to and including the applicable Optional Redemption Date, no Repurchase Event has occurred with respect to which the Holder has the right to exercise repurchase rights pursuant to Sections 4.1 and 4.2 with respect to which the Holder has exercised such repurchase rights and the Repurchase Price has not been paid to the Holder and no event which, with notice or passage of time, or both, would become a sum Repurchase Event has occurred and is continuing; (4) on the date the Optional Redemption Notice is given and at all times thereafter to and including the applicable Optional Redemption Date, the Registration Statement shall be effective and available for use by the Holder and the holders of money equal the Warrants for the resale of the shares of Common Stock issued and issuable upon conversion of this Note and issued or issuable upon exercise of the Warrant other than “Blackout Periods” permitted under the Note Purchase Agreement not to one hundred fifty percent exceed two trading days during such period, as the case may be, and is reasonably expected to remain effective and available for such use for at least 60 days after the applicable Optional Redemption Date; and (150%5) on the date an Optional Redemption Notice is given, the Company has funds available to pay the Optional Redemption Price. In order to exercise its right of redemption under this Section 1.1, the Company shall give an Optional Redemption Notice to the Holder not less than 30 Trading Days or more than 40 Trading Days prior to the Optional Redemption Date stating that: (1) the Company is exercising its right to redeem a specified portion (which may be all, if so specified by the Company) of this Note in accordance with this Section 1.1, (2) the principal amount of this Note to be redeemed, together with accrued but unpaid interest thereon (3) the Optional Redemption Price, (4) the Optional Redemption Date and interest that will accrue until all of the actual repayment conditions of this Section 1.1 entitling the Company to call this Note for redemption have been met. On the applicable Optional Redemption Date (or such later date and any and all other sums due, accrued or payable as the Holder surrenders this Note to the Company) the Company shall pay to or upon the order of the Holder, by wire transfer of immediately available funds to such account as shall be specified for such purpose by the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given at least one Business Day prior to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (Date, an amount equal to the "Optional Redemption Payment Date"), which date shall be not less than five (5) business days after the date Price of the Notice of Redemption portion (the "Redemption Period"). A Notice of Redemption shall not which may be effective with respect to any portion all) of this Note for which to be redeemed. In each such case the Holder has a pending election aggregate principal amount of this Note to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount be so redeemed shall be paid in good funds to at least $500,000.00 or such lesser aggregate principal amount of this Note as shall remain outstanding at the Holder. In the event the Borrower fails to pay the time an Optional 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultis given.

Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to January 26, 2023. On or after January 26, 2023, the Company may redeem (aan “Optional Redemption”) Provided for cash all or any portion of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Common Shares exceeds 150% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 16.02; provided that the Company may not exercise its Optional Redemption right unless (x) all Common Shares delivered to a Holder that elects to convert all or any portion of its Notes in connection with the related Redemption Notice are freely tradeable under Rule 144 by such Holder (other than the Company’s Affiliates or a Holder that has been the Company’s Affiliate at any time during the three months preceding) without restriction pursuant to Rule 144 or (y)(I) a number of authorized but unissued shares of Common Stock sufficient for shelf registration statement registering the issuance resale of all Conversion Common Shares underlying delivered to a Holder that elects to convert all or any portion of its Notes in connection with the remaining principal amount of this Note, such Common Stock related Redemption Notice is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale effective under the Registration Statement Securities Act and the prospectus under such Registration Statement is available for use by such Holder and (II) the sale of all Registrable Securities held by the Subscriber, Company expects such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, shelf registration statement to remain effective and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date so available for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after use from the date of the Notice delivery of such Common Shares through the date that is thirty (30) calendar days following such delivery. The Company may not exercise its Optional Redemption (right at any time when any “Holder” as defined in and pursuant to the "Redemption Period"). A Notice Exchange Agreement is in possession of Redemption shall not be effective with respect material non-public information about the Company or its securities that has been provided to any portion of this Note for which the such Holder has a pending election to convert, or for Conversion Notices given by the Holder prior Company or its representatives pursuant to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultdisclosure or similar agreement with the Company or otherwise (as reasonably determined by the Company).

Optional Redemption. (a) Provided that At any time during the Optional Redemption Period, the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option right to redeem at any one time all of prepaying the outstanding principal amount of this Note at the Optional Redemption Price pursuant to this Section 2.1 on any Optional Redemption Date, so long as the following conditions are met: ("1) on the date the Company gives the Optional Redemption"Redemption Notice and at all times to and including the Optional Redemption Date, no Event of Default and no event which, with notice or passage of time, or both, would become an Event of Default has occurred and is continuing (unless the requirements of this clause (1) will be satisfied immediately after the redemption of this Note and the Other Notes on the Optional Redemption Date and the Company shall furnish Company Certificates to the Holder to such effect on the date the Optional Redemption Notice is given to the Holder and on the Optional Redemption Date), (2) on the date the Company gives the Optional Redemption Notice and at all times to and including the Optional Redemption Date, in whole no Repurchase Event has occurred with respect to which the Holder has the right to exercise repurchase rights pursuant to Sections 5.1 and 5.2 or in partwith respect to which the Holder has exercised such repurchase rights and the Repurchase Price has not been paid to the Holder and no event which, with notice or passage of time, or both, would become a Repurchase Event has occurred and is continuing, (3) on the date the Company gives the Optional Redemption Notice and at all times thereafter to and including the Optional Redemption Date, the Registration Statement shall be effective and available for use by the Holder, the holders of the Other Notes and the holders of the Warrants for the resale of the shares of Common Stock issued and issuable upon conversion of this Note and the Other Notes and issued or issuable upon exercise of the Warrants, as the case may be, and is reasonably expected to remain effective and available for such use for at least 30 Trading Days after the Optional Redemption Date; and (4) on the date the Company gives the Optional Redemption Notice, the Company (x) has funds available to pay the Optional Redemption Price of this Note and the redemption prices of the Other Notes, or (y) has funds which, together with interest accrued thereonthe proceeds to be paid to the Company at the closing of a transaction in which the Company proposes to issue Permitted Refinancing Indebtedness, by paying will be sufficient to pay the Optional Redemption Price of this Note and the redemption prices of the Other Notes. In order to exercise its right of redemption under this Section 2.1, the Company shall give the Optional Redemption Notice to the Holder a sum of money equal not less than ten Trading Days or more than 30 Trading Days prior to one hundred fifty percent the Optional Redemption Date stating: (150%1) of that the Company is exercising its right to redeem this Note in accordance with this Section 2.1, (2) the principal amount of this Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until (3) the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption Price, (4) the "Optional Redemption Payment Date"), which date shall be not less than five Date and (5) business days after the date that all of the Notice conditions of this Section 2.1 entitling the Company to call this Note for redemption have been met. On the Optional Redemption Date (or such later date as the "Holder surrenders this Note to the Company) the Company shall pay to or upon the order of the Holder, by wire transfer of immediately available funds to such account as shall be specified for such purpose by the Holder at least one Business Day prior to the Optional Redemption Period"). A Notice Date, an amount equal to the Optional Redemption Price of Redemption the portion (which may be all) of this Note to be redeemed. (b) In order that the Company shall not discriminate among the Holder and the holders of the Other Notes, the Company agrees that it shall not redeem any of the Other Notes pursuant to the provisions thereof similar to this Section 2.1 or repurchase or otherwise acquire any of the Other Notes (other than a mandatory redemption pursuant to provisions of the Other Notes comparable to Article V) unless the Company offers simultaneously to redeem, repurchase or otherwise acquire this Note for cash at the same unit price as the Other Note or Other Notes. (c) The Company shall not be effective with respect entitled to give an Optional Redemption Notice or to redeem any portion of this Note for with respect to which the Holder has given a pending election to convert, Conversion Notice on or for Conversion Notices given by the Holder prior to the date the Company gives such Optional Redemption Payment DateNotice. On Notwithstanding the giving of the Optional Redemption Payment Notice, the Holder shall be entitled to convert all or any portion of this Note, in accordance with the terms of this Note, by giving a Conversion Notice at any time on or prior to the later of (1) the date which is one Trading Day prior to the Optional Redemption Date and (2) if the Company fails to pay and deliver to the Holder, or deposit in accordance with Section 7.10, the Optional Redemption Price payable on the Optional Redemption Date on or before the Optional Redemption Date, the Redemption Amount shall be paid in good funds date on which the Company pays and delivers to the Holder, or deposits in accordance with Section 7.10, such Optional Redemption Price. In If after giving effect to any such conversion of this Note that occurs after the event date the Borrower fails Company gives the Optional Redemption Notice to pay the Holder, the principal amount of this Note remaining outstanding is less than the amount thereof to be redeemed as stated in the Optional Redemption Amount Notice, then the Optional Redemption Price set forth in the Optional Redemption Notice shall be adjusted to reflect the reduced outstanding principal amount of this Note and related accrued interest (and Default Interest, if any, thereon at the Default Rate) on the Optional Redemption Payment Date as set forth hereinresulting from any such conversions of this Note after the Company gives the Optional Redemption Notice to the Holder. (1) Notwithstanding any other provision of this Note or applicable law to the contrary, in case the Company shall give the Optional Redemption Notice to the Holder, and on the date the Company gives the Optional Redemption Notice or at any time thereafter to and including the Optional Redemption Date, the Holder shall be restricted from converting any portion of this Note by reason of the Restricted Ownership Percentage (the “Unconverted Portion”), then (i) the Optional Redemption Date for the Unconverted Portion so called for redemption by the Company and which the Holder may not convert at any such time during such period from the date the Company gives the Optional Redemption Notice to the Optional Redemption Date may, at the election of the Holder exercised by notice to the Company given on or before the Optional Redemption will Date, be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder extended to be a non-curable Event of Default.the Extended

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existexists, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the this Note, the Subscription Purchase Agreement or any Transaction Document (as defined in the Purchase Agreement) (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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. The funds for such redemption may not come from a third party financing or other financing provided by the holder and may not result in the subsequent assignment of this debt.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "“Redemption Amount"”) on the day written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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, and (ii) Borrower will have no further 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. Should the Company pay the redemption amount and the redemption amount plus the other amounts realized by the Holder, by sale of conversion shares or otherwise, be equal to or exceed $25,000, then the remainder of the note shall be extinguished.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market a trading market and such shares of Common Stock are approved for listing on such Principal Market trading market upon issuance if applicableissuance, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty ten percent (150110%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). The Borrower may provide a Notice of Redemption prior to the Effective Date only in connection with up to 20% the principal amount of this Note then outstanding together with interest accrued thereon. A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. During a Redemption Period occurring after the Actual Effective Date, the Holder may deliver Notices of Conversion for up to 20% of the initial principal amount of the Note and accrued interest. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default. (b) A Notice of Redemption must be given proportionately to all Holders of Notes bearing similar terms to this Note issued on the date of this Note.

Optional Redemption. On and after _____________, 2002, the Corporation may, at its option, redeem at any time all of the outstanding Series A Preferred Stock or a part of the outstanding Series A Preferred Stock at a price per share (the "Redemption Price"), equal to $25.00 per share of Series A Preferred Stock, together with all accrued and unpaid dividends to and including the date fixed for redemption (the "Redemption Date"); provided, however, that no partial redemption of the Series A Preferred Stock may be effected if after giving effect thereto the aggregate Liquidation Value of the Series A Preferred Stock outstanding is less than $10,000,000. The Redemption Price and all accrued and unpaid dividends shall be paid in cash; provided, however, that if (a) Provided that a holder of Series A Preferred Stock desires to convert any of its Series A Preferred Stock called for redemption but such conversion would cause any direct or indirect holder which is classified as a real estate investment trust ("REIT") under Section 856 of the Company Code to own , directly or indirectly, more than 9.9% of the outstanding voting capital stock of the Corporation or would otherwise cause any direct or indirect holder of such outstanding voting capital stock to lose its status as a REIT under the Code, and (b) such holder has a so notified the Corporation in writing prior to the Redemption Date, stating the number of authorized but unissued shares of Series A Preferred Stock which have been called for redemption which such holder is unable to convert for such reason (such shares being referred to as the "Unconvertible Shares"), then the Corporation shall pay, in cash, the Redemption Price plus all accrued and unpaid dividends for each Unconvertible Share and shall issue to such holder a warrant to purchase the number of shares of Common Stock sufficient equal to (i) the fair market value of a share of Common Stock on the Redemption Date over the Redemption Price, multiplied by (ii) the number of shares of Common Stock into which the Unconvertible Shares redeemed from such holder were convertible immediately prior to such redemption, and divided by (iii) the fair market value of a share of Common Stock on the Redemption Date. Such warrant shall be exercisable without cost to the holder thereof at any time and from time to time for a period of ten (10) years from the date of issuance of all Conversion Shares underlying such warrant. The warrant shall be on such terms and conditions as are customarily contained in like warrants, including provisions to protect the remaining holder of the warrant from dilution. The Corporation shall have the right, at any time, to redeem such warrant at a price equal to the fair market value of such warrant on the date of any such redemption. The fair market value of a share of Common Stock on the Redemption Date shall be deemed to be the average of the daily closing prices of the Common Stock for thirty (30) consecutive trading days commencing forty-five (45) trading days before the Redemption Date. The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not listed or admitted to trading on such Exchange, on the principal amount of this Note, such national securities exchange on which the Common Stock is listed or quoted (and is admitted to trading or, if not suspended from trading) listed or admitted to trading on any national securities exchange, the Principal Market and such shares closing sale price of the Common Stock are approved for listing or, in case no reported sale takes place, the average of the closing bid and asked prices, on such Principal Market upon issuance Nasdaq or any comparable system, or if applicable, such the Common Stock is registered for resale under not quoted on Nasdaq or any comparable system, the Registration Statement closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the prospectus under such Registration Statement is available for the sale National Association of all Registrable Securities held Dealers, Inc. selected from time to time by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest Corporation for that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultpurpose.

Optional Redemption. (a) Provided that Subject to the provisions of this Section 5, the Company has may, at any time, deliver a notice to the Holders (an "OPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the "OPTIONAL REDEMPTION NOTICE DATE") of its irrevocable election to redeem all, but not less than all, of the then outstanding Debentures, for an amount, in cash, equal to the Optional Redemption Amount on the 30th Trading Day following the Optional Redemption Notice Date (such date, the "OPTIONAL REDEMPTION DATE" and such redemption, the "OPTIONAL REDEMPTION"). The Optional Redemption Amount is due in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if from the Optional Redemption Notice Date through to the Optional Redemption Date, each of the following shall be true: (i) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Date, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holders and all of the Underlying Shares as are issuable to the Holders upon conversion in full of the Debentures subject to the Optional Redemption (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on the Principal Market (and the Company believes, in good faith, that trading of the Common Stock on the Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock sufficient for the issuance of all Conversion the Underlying Shares underlying as are issuable to the remaining principal amount Holder upon conversion in full of this Note, such Common Stock is listed or quoted the Debentures subject to the Optional Redemption; (vi) no Event of Default has occurred and is not suspended from tradingcontinuing; (vii) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon an issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by of the Subscriber, such issuance Underlying Share upon conversion hereunder would be permitted in full without violating the limitations set forth in Section 2.3 herein 4(a)(ii)(A) or (B); and (viii) no public announcement of a pending or proposed Fundamental Transaction or acquisition transaction has occurred that has not been consummated. If any of the rules or regulations of foregoing conditions shall cease to be satisfied at any trading market on which such Common Stock may be listed or quotedtime during the required period, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to then the Holder a sum of money equal may elect to one hundred fifty percent (150%) of nullify the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (Notice in which case the "Option Redemption Payment Date"), which date Notice shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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, (iiab initio. The Holders may convert, pursuant to Section 4(a)(i) Borrower hereof, any shares of Debentures subject to an Optional Redemption at any time prior to the date that the Optional Redemption Amount and all amounts owing thereon are due and paid in full. The Company covenants and agrees that it will have no further right to deliver another honor all Conversion Notices tendered from the time of delivery of the Optional Redemption Notice of Redemption, through the date all amounts owing thereon are due and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultpaid in full.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no an Event of Default under (as defined in this Agreement and the Subscription Agreement Note) has not occurred, whether or this Note shall or would existnot such Event of Default has been cured, the Borrower Company will have the option of prepaying the outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with the interest accrued thereon, by paying to the Holder Subscriber a sum of money equal to one hundred fifty twenty percent (150120%) of the principal amount Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Subscriber arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderSubscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five ten (510) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder Subscriber has a pending election to convert, or for Conversion Notices notices given by the Holder Subscriber prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderSubscriber. In the event the Borrower Company 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 Company will have no further right to deliver another Notice of Redemption, and (iii) BorrowerCompany’s failure may be deemed by Holder Subscriber to be a non-curable Event of Default.

Optional Redemption. (a) Provided that At any time and from time to time after all amounts due under the First Ranking Facility have been repaid in full, the Company has a number of authorized but unissued shares of Common Stock sufficient for may at its option redeem the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes, in whole or in part, together at a redemption price equal to (i) 100% of the principal amount of the Notes redeemed, plus (ii) the accrued and unpaid interest, if any, on the Notes redeemed to (but not including) the redemption date, plus (iii) the Cash Sweep Premium, if any, that has not been paid as of the redemption date on the Notes redeemed (together, the “Early Redemption Amount”). Neither the Trustee nor any of the Agents shall be responsible for calculating or verifying the Early Redemption Amount. (b) The Company will give not less than 30 days’ nor more than 60 days’ notice of any redemption. (c) If fewer than all of the Notes are to be redeemed, the Notes shall be selected for redemption as follows: (i) if the Notes are listed on any securities exchange or are held through the clearing systems, in compliance with interest accrued thereonthe requirements of the principal securities exchange on which the Notes are then listed or the requirements of the clearing systems; or (ii) if the Notes are not listed on any securities exchange and are not held through the clearing systems, on a pro rata basis, by paying lot or by such other method as the Trustee deems fair and appropriate in its sole and absolute discretion or otherwise in accordance with applicable law. (d) No Note of US$1 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the Holder a sum notice of money equal redemption relating to one hundred fifty percent (150%) such Note will state the portion of the principal amount to be redeemed. In the case of a Certificated Note, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable a new Note in principal amount equal to the Holder arising under unredeemed portion will be issued upon cancellation of the original Note. On and after the redemption date, the Subscription Agreement interest will cease to accrue on Notes or any Transaction Document (the "Redemption Amount") on the day written notice portions of redemption (the "Notice of Redemption") is given to the Holderthem called for redemption. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption Trustee shall not be effective with respect required to monitor or to take any portion of this Note steps to ascertain whether First Ranking Facility has been repaid in full and shall not be liable to Holders or any other person for which the Holder has a pending election any failure to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultdo so.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Securities Purchase Agreement (“Purchase Agreement”) or this Note shall or would existDebenture exists, the Borrower will have the option of prepaying the outstanding principal amount of this Note Debenture ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty five percent (150105%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Notethis Debenture, the Subscription Purchase Agreement or any Transaction Document (as defined in the Purchase Agreement) (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note Debenture for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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. The funds for such redemption may not come from a third party financing or other financing provided by the Holder and may not result in the subsequent assignment of this debt.

Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”) early a portion or all amounts outstanding under this Note as described in this Section; provided, that the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) following closing of the Business Combination Agreement and assignment of the Note to SharonAI Holdings, Inc., may only be given if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption Amount. The “Redemption Amount” shall be an amount equal to (a) Provided that the outstanding Principal balance being redeemed by the Company has a number plus (b) the Redemption Premium in respect of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, amount plus (c) all accrued and unpaid interest hereunder as of the date of such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale redemption. After receipt of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exista Redemption Notice, the Borrower will Holder shall have ten (10) Trading Days (beginning with the option of prepaying Trading Day immediately following the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying date such Redemption Notice is delivered to the Holder a sum in accordance with this term of money equal this Section 1(d)) to one hundred fifty percent (150%) of the principal amount elect to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and convert all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment DateNote. On the eleventh (11th) Trading Day following the delivery of the applicable Redemption Payment DateNotice, the Company shall deliver to the Holder the Redemption Amount shall be paid in good funds with respect to the Holder. In Principal amount redeemed to the event the Borrower fails extent not converted and otherwise after giving effect to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then conversions or other payments made during such ten (i10) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultTrading Day period.

Optional Redemption. (a) Provided that The Owners at their option may, on any Payment Date, redeem the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Term Notes in whole or in part, together with interest accrued thereon, by paying to the Holder part upon payment of a sum of money redemption price equal to one hundred fifty percent (150%) 100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption, provided that if (i) such redemption occurs prior to February 1, 2018 and (ii) a Vessel is then subject to the related Charter or to an Acceptable Replacement Charter pursuant to which the charterer thereunder is required to pay charter hire equal to or greater than the Charter Hire payable by the Charterer during the Fixed Period, then the Make-Whole Premium shall be redeemedpayable with respect to Mortgage Notes in an amount equal to Allocated Principal Amount of the Mortgage Notes for such Vessel. In addition, in the event a Charter is terminated and an Acceptable Replacement Charter is commercially unavailable, the Owners, at their option, may redeem the Mortgage Notes in part in an amount equal to the Allocated Principal Amount of the Mortgage Notes for the related Vessel upon payment of a redemption price equal to 100% of the principal amount thereof, together with accrued but unpaid interest thereon (including default interest) to the date fixed for redemption, provided that, in connection with any such optional redemption of Mortgage Notes pursuant to this Section 12.1(b), and interest that will accrue until notwithstanding any of the actual repayment date provisions of this Indenture and without further consent from Noteholders, the Indenture Trustee shall promptly release the Vessel, relating to the Allocated Principal Amount of the Mortgage Notes so optionally redeemed, to its Owner and such Owner and the Indenture Trustee shall be entitled to amend or terminate any and all other sums dueapplicable Security Documents in connection with, accrued and to reflect, the release of such Vessel, and provided further, that the Indenture Trustee, in connection with any such release, amendment or payable termination, has received a Company Order requesting such release, amendment and termination, which Company Order shall be accompanied by the form(s) of such release, amendment and termination agreement(s) and an Officers' Certificate and an Opinion of Counsel to the Holder arising under the Noteeffect that all conditions precedent provided for in this Indenture to such release, the Subscription Agreement or any Transaction Document amendment and termination have been complied with." (the "Redemption Amount"f) on the day written notice of redemption (the "Notice of Redemption"Section 12.1(d) is given to hereby deleted in its entirety and replaced with the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.following:

Optional Redemption. (a) Provided The Secured Notes shall be redeemable by the Issuer at the written direction of a Majority of the Subordinated Notes (and in the case of a Refinancing, with the consent of the Collateral Manager and the U.S. Retention Provider) as follows: (i) the Secured Notes shall be redeemed in whole in order of seniority (with respect to all Classes of Secured Notes) but not in part on any Business Day after the end of the Non-Call Period from Sale Proceeds, Contributions of Cash and/or Refinancing Proceeds or (ii) the Secured Notes shall be redeemed in part by Class from Refinancing Proceeds, Contributions of Cash and/or Partial Refinancing Interest Proceeds on any Business Day after the end of the Non-Call Period as long as the Class of Secured Notes to be redeemed represents not less than the entire Class of such Secured Notes. In connection with any such redemption, the Secured Notes shall be redeemed at the applicable Redemption Price and a Majority of Subordinated Notes must provide the above described written direction (and the Collateral Manager the above described consent in the case of a Refinancing) to the Issuer and the Trustee not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made; provided that all Secured Notes to be redeemed must be redeemed simultaneously. (b) Upon receipt of a notice of any redemption of Secured Notes in whole pursuant to Section 9.2(a)(i), the Collateral Manager in its sole discretion shall direct the sale (and the manner thereof) of all or part of the Collateral Obligations and other Assets such that the Company has a number proceeds from such sale and all other funds available for such purpose in the Collection Account and the Payment Account will be at least sufficient to pay the Redemption Price of authorized but unissued shares the Secured Notes to be redeemed and to pay all Administrative Expenses (regardless of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (Administrative Expense Cap) and is not suspended from trading) on the Principal Market Aggregate Collateral Management Fees due and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale payable under the Registration Statement Priority of Payments. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the prospectus under Payment Account would not be sufficient to redeem all Secured Notes and to pay such Registration Statement is available for fees and expenses, the Secured Notes may not be redeemed. The Collateral Manager, in its sole discretion, may effect the sale of all Registrable Securities held or any part of the Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation, merger or other arrangement. (c) The Subordinated Notes may be redeemed, for the relevant Redemption Price, on any Business Day on or after the redemption (including in connection with a Refinancing of all Classes of Secured Notes) or repayment of all of the Secured Notes, at the written direction of a Majority of the Subordinated Notes delivered to the Trustee and the Collateral Manager on behalf of the Issuer at least five Business Days prior to the designated Business Day on which the Subordinated Notes are to be redeemed (which direction may be given in connection with a direction to redeem the Secured Notes or at any time after the Secured Notes have been redeemed or repaid in full). (d) In addition to (or in lieu of) a sale of Collateral Obligations and/or Eligible Investments in the manner provided in Section 9.2(b), the Secured Notes may be redeemed on any Business Day after the expiration of the Non-Call Period in whole from Refinancing Proceeds, Contributions of Cash and/or Sale Proceeds or in part by Class from Refinancing Proceeds, Contributions of Cash and/or Partial Refinancing Interest Proceeds as provided in Section 9.2(a)(ii) by a Refinancing (such securities, the “Replacement Notes”); provided that the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to the Collateral Manager and a Majority of the Subordinated Notes and such Refinancing otherwise satisfies the conditions described below. (e) In the case of a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.2(a)(i), such Refinancing will be effective only if (i) the Refinancing Proceeds, any amounts in the Supplemental Reserve Account, all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the SubscriberIssuer, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations Collateral Manager on behalf of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event the Issuer) portion of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(P), all Sale Proceeds, if any, from the sale of Collateral Obligations and Eligible Investments in whole or in partaccordance with the procedures set forth herein, together with interest accrued thereon, by paying Contributions of Cash and all other available funds will be at least sufficient to redeem simultaneously the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount Secured Notes then required to be redeemed, together in whole but not in part (subject to any election to receive less than 100% of Redemption Price as noted below), and to pay all accrued and unpaid Administrative Expenses (regardless of the Administrative Expense Cap), including, without limitation, the reasonable fees, costs, charges and expenses incurred by the Trustee and the Collateral Administrator (including reasonable attorneys’ fees and expenses) in connection with accrued such Refinancing, (ii) the Refinancing Proceeds, any amounts in the Supplemental Reserve Account, all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that is otherwise payable pursuant to Section 11.1(a)(i)(P), all Sale Proceeds, if any, Contributions of Cash and other available funds are used (to the extent necessary) to make such redemption, (iii) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(b) and Section 2.7(i) and (iv) the Collateral Manager and the U.S. Retention Provider each consents to such Refinancing. (f) In the case of a Refinancing upon a redemption of the Secured Notes in part by Class pursuant to Section 9.2(a)(ii), such Refinancing will be effective only if: (i) notice is provided to S&P and Fitch, (ii) the Refinancing Proceeds, the Partial Refinancing Interest Proceeds, Contributions of Cash, any amounts in the Supplemental Reserve Account and all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(P) will be at least sufficient to pay in full the aggregate Redemption Price of the entire Class or Classes of Secured Notes subject to Refinancing, (iii) the Refinancing Proceeds, the Partial Refinancing Interest Proceeds, Contributions of Cash, any amounts in the Supplemental Reserve Account and all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that is otherwise payable pursuant to Section 11.1(a)(i)(P) are used (to the extent necessary) to make such redemption, (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(b) and Section 2.7(i), (v) the aggregate principal amount of any obligations providing the Refinancing is equal to the aggregate principal amount of the Secured Notes being redeemed with the proceeds of such obligations, (vi) the stated maturity of each class of obligations providing the Refinancing is the same as the corresponding Stated Maturity of each Class of Secured Notes being refinanced; provided that, the stated maturity of a class of obligations providing the Refinancing may be later (but unpaid interest thereon in no case earlier) than the corresponding Stated Maturity of a Class of Notes being refinanced if the Global Rating Agency Condition is satisfied with respect to each Class of Secured Notes not subject to the Refinancing, (vii) the reasonable fees, costs, charges and interest expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from the Refinancing Proceeds (except for expenses owed to Persons that the Collateral Manager informs the Trustee will accrue until be paid solely as Administrative Expenses payable in accordance with this Indenture; provided that any such fees and expenses due to the actual repayment date Trustee and any determined by the Collateral Manager to be paid in accordance with the Priority of Payments shall not be subject to the Administrative Expense Cap), (viii) the Refinancing Rate Condition is satisfied, (ix) the obligations providing the Refinancing are subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of Payments than the Class of Secured Notes being refinanced, (x) the voting rights, consent rights, redemption rights and all other sums duerights of the obligations providing the Refinancing are the same as the rights of the corresponding Class of Secured Notes being refinanced (except that, accrued or payable at the Issuer’s election, the non-call period with respect to the Holder arising under obligations providing the NoteRefinancing may be extended or decreased as it applies to a subsequent Refinancing or redemption of any such class), (xi) the Collateral Manager and the U.S. Retention Provider each consents to such Refinancing, (xii) the Issuer has received written advice from Dechert LLP or an opinion of counsel of nationally recognized standing that (A) such Refinancing will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B) such Refinancing will not result in the Issuer being subject to U.S. federal income tax on a net basis and (xiii) the Issuer (or the Collateral Manager on behalf of the Issuer) has provided an Officer’s certificate to the Trustee certifying that the conditions to such Refinancing have been satisfied. (g) The Holders of the Subordinated Notes will not have any cause of action against the Issuer, the Subscription Agreement Collateral Manager, the Collateral Administrator or the Trustee for any Transaction Document failure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specified above as certified by the Collateral Manager, the Issuer and the Trustee (at the "Redemption Amount"direction of the Issuer) on the day written notice of redemption (the "Notice of Redemption") is given shall amend this Indenture to the Holderextent necessary to reflect the terms of the Refinancing and no further consent for such amendments shall be required from the Holders of Notes other than a Majority of the Subordinated Notes directing the redemption. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption Trustee shall not be effective with respect obligated to enter into any portion amendment that, in its view, adversely affects its duties, obligations, liabilities or protections hereunder, and the Trustee shall be entitled to conclusively rely upon an Opinion of Counsel as to matters of law (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment meets the requirements specified above and is permitted under this Note for which Indenture (except that such officer or counsel shall have no obligation to certify or opine as to the Holder has a pending election to convertsufficiency of the Refinancing Proceeds, or for Conversion Notices given by the Holder sufficiency of the Accountants’ Report). (h) In the event of any redemption pursuant to this Section 9.2, the Issuer shall, at least 10 days (in the case of an Optional Redemption of the Secured Notes) (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) or 5 Business Days (in the case of an Optional Redemption of the Subordinated Notes) (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Redemption Payment Date. On , notify the Trustee in writing of such Redemption Payment Date, the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Amount Date and the applicable Redemption Price (which Redemption Price shall be the Redemption Price to be paid in good funds the event no Redemption Distribution Date occurs and which may be decreased as a result of payments on Redemption Distribution Dates to the Holder. In extent that such payment reduces the event amount of interest that accrues on one or more Classes of Notes); provided that failure to effect any Optional Redemption which is withdrawn by the Borrower Issuer in accordance with this Indenture or with respect to which a Refinancing 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable occur shall not constitute an Event of Default. (i) In connection with any Optional Redemption of the Secured Notes in whole, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (j) In connection with an Optional Redemption of all Classes of Secured Notes, a Majority of the Subordinated Notes may direct the Issuer (who shall give written notice to the Trustee no less than 4 Business Days prior to such date) to distribute amounts on deposit in the Collection Account to pay a portion of the Redemption Price pursuant to the Priority of Payments on one or more Business Days prior to the Redemption Date (any such date a “Redemption Distribution Date”). The Collateral Manager may elect to distribute Interest Proceeds, Principal Proceeds or both on such Redemption Distribution Date pursuant to the applicable Priority of Payments. To the extent the Collateral Manager does not elect to distribute amounts pursuant to Section 11.1(a)(i), holders of Notes shall not be entitled to receive any amounts on account of accrued and unpaid interest on such date.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided The Issuer may redeem all or part of the Notes pursuant to the optional redemption provisions of paragraph 5 of each Global Note or Definitive Registered Note. (b) If a redemption date is not a Business Day, the Holders will not be entitled to payment of the amount due until the next succeeding Business Day, and will not be entitled to any further interest or other payment as a result of such delay. (c) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or the portion thereof called for redemption on the applicable redemption date. (d) Any redemption notice given in respect of the redemption of the Notes (including upon an Equity Offering or in connection with a transaction (or series of related transactions) or an event that constitutes a Change of Control) may, at the Company has a number Issuer’s discretion, be subject to the satisfaction of authorized one or more conditions precedent, including, but unissued shares not limited to, the completion or occurrence of Common Stock sufficient for the issuance relevant transaction, as the case may be. In addition, if such redemption or purchase is subject to satisfaction of all Conversion Shares underlying the remaining principal amount of this Noteone or more conditions precedent, such Common Stock is listed or quoted (notice shall describe each such condition, and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under shall state that, in the Registration Statement and Issuer’s discretion, the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock redemption date may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note delayed until such time ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less including more than five (5) business 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, or such redemption or purchase 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 redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Notice Issuer any or all of Redemption (the "Redemption Period"). A Notice of Redemption shall such conditions will not be effective satisfied. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to any portion of this Note such redemption may be performed by another Person. In no event shall the Trustee be responsible for which the Holder has a pending election to convertmonitoring, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Datecharged with knowledge of, the Redemption Amount maximum aggregate amount of the Notes eligible under this Indenture to be redeemed. (e) Any redemption pursuant to this Section 3.07 shall be paid in good funds made pursuant to Section 3.01 through Section 3.06. (f) If any Notes are listed on an exchange, and the Holderrules of the exchange so require, the Issuer will notify the exchange of any such redemption and the principal amount of such Notes outstanding following any partial redemption of such Notes. In no event will the event Trustee be responsible for monitoring, or charged with knowledge of, the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice maximum aggregate amount of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder Notes eligible under this Indenture to be a non-curable Event of Defaultredeemed.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("“ Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement Note or any Transaction Document (the "“ Redemption Amount"”) on the day written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.

Optional Redemption. From and after the 18 month anniversary of the Issue Date (aas hereinafter defined), the Company, at its option, may upon written notice redeem the Notes, in whole but not in part and from all but not less than all the holders of the Notes, to the extent it has funds legally available and irrevocably reserved therefor and such redemption is not prohibited by the terms of its outstanding indebtedness, at the redemption price of 100% of the Face Amount thereof, plus an amount equal to the accrued and unpaid interest and Payments thereon, if any, to the redemption date; provided (i) Provided that the Closing Price of the Common Stock (as defined below) on each of the thirty (30) consecutive trading days immediately preceding the Redemption Record Date (defined below) equals or exceeds 200% of the initial Conversion Price (as hereinafter defined) and there has been Effective Registration on each of such thirty (30) consecutive trading days, and (ii) the Company has a number is permitted (without the necessity of authorized but unissued any further approvals or action) by law and under the rules of any securities exchange on which the Common Stock is traded to convert all the Notes (assuming full exercise of all Warrants) into shares of Common Stock sufficient for and the issuance Company intends and has the financial resources and ability to repurchase all of all Conversion Shares underlying the remaining principal amount outstanding Notes, and certifies to those facts in its written notice of redemption. As used herein, the "CLOSING PRICE" of any security on any day means the last reported sale price regular way on such day or, in the case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way of the Common Stock, in each case as quoted on NASDAQ. Nothing in this Section 3 shall prevent the holder from converting at any time prior to the payment of the redemption proceeds of this Note, such Common Stock is listed or quoted (. As used herein and is not suspended from trading) on in the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existother Transaction Documents, the Borrower will term "EFFECTIVE REGISTRATION" shall have the option of prepaying meaning specified in the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultAgreement.

Optional Redemption. (a) Provided that The Issuer at its option may, at any time, redeem all, or from time to time any part, of the Company has a number Notes upon payment of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Notethe Notes, such Common Stock is listed or quoted plus accrued interest to the date of redemption, plus the Make-Whole Amount, if any (and is not suspended from trading) on the Principal Market and such shares of Common Stock "Redemption Price"). If less than all the Notes are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would to be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have redeemed at the option of prepaying the outstanding Issuer, the Issuer will deliver to the Trustee at least 45 days prior to the Redemption Date (or such shorter period as the Trustee may accept) an Officers' Certificate stating the aggregate principal amount of this Note ("Optional Redemption")Notes to be redeemed. If less than all the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Notes to be redeemed in whole or in part, together with interest accrued thereon, by paying . Notes may be redeemed in part in multiples equal to the Holder a sum minimum authorized denomination for Notes. Unless the Trustee has been requested to notify Holders of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable redemption pursuant to the Holder arising under the Notelast paragraph of Section 9.02, the Subscription Agreement or any Transaction Document Trustee shall promptly (but in no event after the "Redemption Amount"later of (a) on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business that is ten days after the date of receipt by the Notice Trustee of Redemption the Officers' Certificate referred to in the first paragraph of this Section 9.01 and (b) the "Redemption Period")date that is five days before the date identified by the Issuer in such Officers' Certificate as the date on which the Issuer intends to give notice of redemption) notify the Issuer in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. A Notice For all purposes of Redemption shall not this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes, in the case of any Note redeemed or to be effective with respect redeemed only in part, relates to any the portion of this the principal amount of such Note for which the Holder has a pending election to convert, been or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder is to be a non-curable Event of Defaultredeemed.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued The shares of Common Stock sufficient for this Series may not be redeemed before the issuance fifth anniversary of all Conversion Shares underlying the remaining principal amount Initial Issuance Date. Thereafter, the shares of this Note, such Common Stock is listed or quoted Series shall be redeemable (and is not suspended from tradingsubject to subsection 4(d) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have below) at the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Corporation, in whole or in part, together with interest accrued thereonat the redemption price, by paying which shall be an amount equal to the Holder greater of (i) U.S. $1.35 per share of this Series plus the amount of any accrued and unpaid Dividends per share of this Series (including accumulated Dividends, whether or not declared) or (ii) the Fair Market Value of a sum share of money equal this Series (as defined below). For purposes hereof, the Fair Market Value shall be determined by a nationally recognized independent investment banking firm mutually agreed to one hundred fifty percent (150%) by the Corporation and the holder of a majority of the principal amount shares of this Series then outstanding, whose determination shall be conclusive. (i) In case the Corporation shall desire to exercise its right to redeem any shares of this Series, it shall give notice of such redemption to holders of the shares of this Series to be redeemed as hereinafter provided in this Section 4(b). (ii) Notice of redemption shall be given to the holders of shares of this Series to be redeemed by mailing such notice by first-class mail to their last addresses as they shall appear upon the register for the shares of this Series not less than 120 calendar days prior to the date fixed for redemption. (iii) Each such notice of redemption (A) shall specify the date fixed for redemption and the redemption price at which shares of this Series are to be redeemed, together with accrued but unpaid interest thereon (B) shall state that payment of the redemption price for the shares of this Series to be redeemed will be made at the principal executive offices of the Corporation, upon presentation and interest that will accrue until surrender of certificates representing such shares of this Series, and (C) if less than all the actual repayment date and shares of this Series are to be redeemed, shall specify the number of shares of this Series held by each holder to be redeemed. In case any and all other sums due, accrued or payable certificate representing shares of this Series is to the Holder arising under the Notebe redeemed in part only, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (which relates to such certificate shall state the "Notice number of Redemption") is given shares of this Series represented by such certificate to be redeemed and shall state that on and after the redemption date, upon surrender of such certificate, a new certificate or certificates for a number of shares of this Series equal to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption unredeemed portion thereof will be issued. (the "Redemption Payment Date"), which date shall be not iv) If less than five all the shares of this Series are to be redeemed, the Corporation shall effect such redemption pro rata among the holders thereof (5) business days after based on the number of shares of this Series held on the date of notice of redemption). (i) If the Notice giving of Redemption (notice of redemption shall have been completed as provided above, the "Redemption Period"). A Notice shares of Redemption this Series specified in such notice shall become redeemable, and shall be redeemed by the Corporation upon presentation and surrender of the certificate representing such shares, on the date and at the place stated in such notice at the redemption price, and on and after such date fixed for redemption, notwithstanding that any certificate for shares of this Series so called for redemption shall not have been surrendered for cancellation, unless there shall have been a default in payment of the redemption price, all shares of this Series called for redemption shall no longer be effective deemed to be outstanding, and all rights with respect to any portion such shares of this Note for which Series shall forthwith cease and terminate except only the Holder has a pending election right of the holders thereof to convertreceive from the Corporation the redemption price, or for Conversion Notices given by without interest, of the Holder prior shares to the Redemption Payment Date. On the Redemption Payment Datebe redeemed, the Redemption Amount and such shares shall not thereafter be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount transferred on the Redemption Payment Date as set forth herein, then (i) such Notice books of Redemption will the Corporation or be null and void, deemed to be outstanding for any purpose whatsoever. (ii) Borrower will Upon presentation of any certificate representing shares of this Series only a portion of which are to be redeemed, the Corporation shall immediately issue, at its expense, a new certificate or certificates representing the shares of this Series not redeemed. (d) Except as provided in paragraph (a) above, the Corporation shall have no further right to deliver another Notice redeem the shares of Redemptionthis Series. Any shares of this Series so redeemed shall be permanently retired, shall no longer be deemed outstanding and shall not under any circumstances be reissued, and (iii) Borrower’s failure the Corporation may from time to time take such appropriate corporate action as may be deemed necessary to reduce the authorized shares of this Series accordingly. Nothing herein contained shall prevent or restrict the purchase by Holder the Corporation, from time to be a non-curable Event time either at public or private sale, of Defaultthe whole or any part of the shares of this Series at such price or prices as the Corporation may determine, subject to the provisions of applicable law.

Optional Redemption. (a) Provided that At any time after the Original Issue Date and before the Maturity Date, the Company has may, deliver a number of authorized but unissued shares of Common Stock sufficient for written notice to the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted Holder (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement an “Optional Redemption Notice” and the prospectus under date such Registration Statement notice is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdeemed delivered hereunder, the Borrower will have “Optional Redemption Notice Date”) of its irrevocable election to redeem all of the option of prepaying the then outstanding principal amount of this Note ("Optional Redemption"), for cash in whole or in part, together with interest accrued thereon, by paying an amount equal to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the 20th calendar day following the Optional Redemption Payment Notice Date as set forth herein(such date, the “Optional Redemption Date”, such 20 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (iprovided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) such in which case the Optional Redemption Notice of Redemption will shall be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultab initio.

Optional Redemption. (a) Provided that The Company, at its option at any time following the date of issuance, may redeem this Note, in whole or in part, from time to time at a redemption price equal to the principal amount of this Note then outstanding, plus accrued and unpaid interest to and including the date fixed for the redemption. In addition, if such redemption occurs on or before June 18, 2001, the Company has also shall issue to the record holder of this Note a warrant to purchase at the Conversion Price (as defined in Section 4(c)) a number of authorized but unissued shares of Common Stock sufficient for equal to the issuance number of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance into which this Note would be permitted convertible on the date of redemption pursuant to Section 4, which warrant shall have terms and conditions substantially similar to the form of warrant attached hereto as Annex A (the "Warrant"). The redemption price as determined in full without violating Section 2.3 this paragraph, including the Warrant, shall be hereinafter referred to as the "Redemption Price". Notwithstanding anything herein or to the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existcontrary, the Borrower will have the option Company may not redeem less than one-half of prepaying the outstanding principal amount of this Note ("Optional Redemption")at any one time. Not more than 60 nor less than 10 days before the redemption date, in whole or in partnotice by first class mail, together with interest accrued thereonpostage prepaid, by paying shall be given to the Holder a sum Holders of money equal to one hundred fifty percent (150%) record of the principal amount this Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable addressed to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") such Holders at their last addresses as shown on the day written books of the Registrar. Each such notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date fixed for such Optional redemption, the Redemption (Price, the "Redemption Payment Date")place or places of payment, which that payment will be made upon presentation and surrender of this Note, that on and after the redemption date interest will cease to accumulate on this Note, the then-effective Conversion Price pursuant to Section 4 and that the right of Holders to convert pursuant to Section 4 shall terminate at the close of business on the fifth business day prior to the redemption date. Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not less than five (5) business days the Holder of this Note receives such notice; and failure properly to give such notice by mail, or any defect in such notice, to the Holders of this Note designated for redemption shall not affect the validity of the proceedings for the redemption of this Note. On or after the date fixed for redemption as stated in such notice, each Holder of this Note shall surrender the certificate evidencing this Note to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the Notice Redemption Price. If less than all outstanding principal of Redemption (this Note is redeemed, a new certificate shall be issued representing the "Redemption Period")unredeemed portion of this Note. A Notice of Redemption If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing this Note shall not be effective have been surrendered, the interest with respect to any portion of this Note so called shall cease to accrue after the date fixed for which redemption, the Holder has a pending election to convertNote (or portion thereof so redeemed) shall no longer be deemed outstanding, or for Conversion Notices given by the Holder prior and all rights whatsoever with respect to the Redemption Payment Date. On Note (or portion thereof) so called for redemption (except the right of the holders to receive the Redemption Payment Date, the Redemption Amount Price without interest upon surrender of their certificates therefor) 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultterminate.

Optional Redemption. (a) Provided that If so specified in the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of Pricing Supplement, this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock Note may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have redeemed at the option of prepaying the outstanding Issuer on any date on and after the Initial Redemption Date, if any, specified in the Pricing Supplement (the “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part at the option of the Issuer at the applicable Redemption Price (as defined below), together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note to, but excluding, the Redemption Date, on notice given not more than 60 nor less than 30 calendar days (unless specified otherwise in the Pricing Supplement) prior to the Redemption Date; provided, however, that in the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, €50,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued to the bearer hereof upon the surrender of this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the applicable Registrar by such method as such Registrar shall deem fair and appropriate. If this Note is redeemable at the option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of this Note ("Optional Redemption")to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified in whole or in partthe Pricing Supplement, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue redeemed until the actual repayment date Redemption Price is 100% of such principal amount. From and after any redemption date, if monies for the redemption of this Note (or portion hereof) shall have been made available for redemption on such redemption date, this Note (or such portion hereof) shall cease to bear interest and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective holder’s only right with respect to any portion of this Note for which (or such portion hereof) shall be to receive payment of the Holder has principal amount of the Note being redeemed (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a pending election to convertSubordinated Note, or for Conversion Notices given by as indicated on the Holder face hereof, it may not be redeemed at the option of the Issuer prior to the Redemption Payment Date. On Stated Maturity Date without the Redemption Payment Date, prior written approval of the Redemption Amount shall be paid in good funds to United States Office of the Holder. In Comptroller of the event Currency (the Borrower fails to pay “OCC”) or any other bank supervisory authority having jurisdiction over the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) Issuer and requiring such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultapproval.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of may, in its sole discretion, redeem all Conversion Shares underlying the remaining principal or any amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes outstanding, in whole or in part, together with interest accrued thereonat any time, by paying to the Holder at a sum of money redemption price equal to one hundred fifty percent (150%) 100% of the principal amount of the Notes to be redeemed, together with redeemed plus accrued but and unpaid interest thereon and interest that will accrue until on the actual repayment date and any and all other sums due, accrued or payable Notes to be redeemed to the Redemption Date; provided that the Redemption Price shall be payable by the Company in cash, or in the case of redemption of Notes held by any Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day that has provided written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder Company at least two Business Days prior to the applicable Redemption Payment Date. On Date of its election to receive the Redemption Payment Price for its Notes in the form of Common Stock, in the form of a number of shares of Common Stock equal to the quotient of (a) the Redemption Price payable for such Notes being redeemed divided by (b) the Daily VWAP for the 30 trading days immediately preceding the second Business Day preceding the Redemption Date; provided, further, that in the event of a redemption of Notes, upon payment of the redemption price (whether in cash or Common Stock, the Redemption Amount Company shall be paid in good funds issue to each Holder of the Notes being redeemed a number of warrants (pursuant to the Holder. In Warrant Agreement and having an exercise price equal to the event Conversion Price of such Notes in effect immediately prior to such redemption) equal to the Borrower fails number of shares of Common Stock that such Holder would receive if such Holder were to pay the Redemption Amount convert such Notes in full on the Redemption Payment Date as set forth hereinpursuant to Section 8 hereof; provided, then (i) further, that the Company shall not redeem Notes pursuant to this Section 6.1 unless the Company has on file with the SEC an effective registration statement under the Securities Act registering the resale of the shares of Common Stock issuable upon conversion of the Notes and exercise of the warrants by each Holder that has, after written request from the Company, provided information pertaining to such Notice shares of Redemption will Common Stock required to be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by included in such registration statement in order for such Holder to be a non-curable Event sell such shares of DefaultCommon Stock thereunder.

Optional Redemption. (a1) Provided that At any time during the Optional Redemption Period, the Company shall have the right, on one occasion only, to redeem this Note in full by payment of the Optional Redemption Consideration pursuant to this Section 2(b) on the Optional Redemption Date, so long as the following conditions are met: (A) on the date the Optional Redemption Notice is given and at all times to and including the Optional Redemption Date, no Event of Default and no event which, with notice or passage of time, or both, would become an Event of Default has occurred and is continuing (unless the requirements of this clause (A) will be satisfied immediately after the redemption of this Note and the Other Notes on the applicable Optional Redemption Date and the Company shall furnish Company Certificates to the Holder to such effect on the date the Optional Redemption Notice is given to the Holder and on the Optional Redemption Date), (B) on the date the Optional Redemption Notice is given and at all times to and including the Optional Redemption Date, no Repurchase Event has occurred with respect to which the Holder has the right to exercise repurchase rights pursuant to Sections 5.1 and 5.2 or with respect to which the Holder has exercised such repurchase rights and the Repurchase Price has not been paid to the Holder and no event which, with notice or passage of time, or both, would become a number Repurchase Event has occurred and is continuing, (C) on the date the Optional Redemption Notice is given and at all times thereafter to and including the applicable Optional Redemption Date, the Registration Statement shall be effective and available for use by the Holder, the holders of authorized but unissued the Other Notes and the holders of the Warrants for the resale of the shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount issued and issuable upon conversion of this NoteNote and the Other Notes and issued or issuable upon exercise of the Warrants, such Common Stock is listed or quoted (as the case may be, and is not suspended from tradingreasonably expected to remain effective and available for such use for at least 30 days after the applicable Optional Redemption Date; (D) on the Principal Market date the Optional Redemption Notice is given and at all times thereafter to and including the Optional Redemption Date one or more registration statements under the 1933 Act covering the resale of the shares of Common Stock issuable to the Holder upon exercise of the Common Stock Warrant issuable to the Holder in payment of a portion of the Optional Redemption Consideration shall be effective under the 1933 Act and available for use by the Holder for the resale of such shares of Common Stock are approved and each such registration statement shall be expected to remain available for listing such use for 30 Trading Days after the Optional Redemption Date, and (E) on such Principal Market upon issuance if applicablethe date an Optional Redemption Notice is given, such the Company has funds available to pay the cash portion of Optional Redemption Consideration. In order to exercise its right of redemption under this Section 2(b) the Company shall give the Optional Redemption Notice to the Holder not less than 30 Trading Days or more than 40 Trading Days prior to the Optional Redemption Date stating that: (1) the Company is exercising its right to redeem this Note in accordance with this Section 2(b), (2) the principal amount of this Note to be redeemed, (3) the amount of the cash portion of the Optional Redemption Consideration, (4) the number of shares of Common Stock is registered for resale under the Registration Statement and the prospectus under purchase price therefor to be contained in the Common Stock Warrant included in the Optional Redemption Consideration, (5) the Optional Redemption Date and (6) that all of the conditions of this Section 2(b) entitling the Company to call this Note for redemption have been met. On the Optional Redemption Date (or such Registration Statement is later date as the Holder surrenders this Note to the Company) the Company shall (x) pay to or upon the order of the Holder, by wire transfer of immediately available funds to such account as shall be specified for the sale of all Registrable Securities held such purpose by the SubscriberHolder at least one Business Day prior to the Optional Redemption Date, such issuance would an amount equal to the cash portion of the Optional Redemption Consideration and (y) issue and deliver to the Holder the portion of the Optional Redemption Consideration consisting of the Common Stock Warrants, which will be permitted deemed for all purposes to have been issued to the Holder on the Optional Redemption Date, unless the Company shall have failed to pay the amount specified in full without violating the immediately preceding clause (x) when due. (2) The Company shall not be entitled to give the Optional Redemption Notice or to redeem any portion of this Note with respect to which the Holder has given a Conversion Notice on or prior to the date the Company gives the Optional Redemption Notice. Notwithstanding the giving of the Optional Redemption Notice, the Holder shall be entitled to convert this Note in accordance with the terms of this Note by giving a Conversion Notice at any time on or prior to the later of (1) the date which is one Trading Day prior to the Optional Redemption Date and (2) if the Company fails to pay and deliver to the Holder or deposit in accordance with Section 2.3 herein 7(k) the Optional Redemption Consideration on or before the rules or regulations of any trading market Optional Redemption Date, the date on which such Common Stock may the Company pays and delivers to the Holder or deposits in accordance with Section 7(k) the Optional Redemption Consideration. The Optional Redemption Consideration set forth in the Optional Redemption Notice shall be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under adjusted to reflect the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the reduced outstanding principal amount of this Note and related accrued interest and Default Interest on the Optional Redemption Date resulting from any permitted conversions of this Note after the Optional Redemption Notice is given. ("Optional Redemption")3) In order that the Company shall not discriminate among the Holder and the holders of the Other Notes, in whole or in partthe Company agrees that redemption of this Note pursuant to this Section 2(b) shall be made at the same time as a redemption by the Company of the Other Notes. In order that the Company not discriminate among the Holders and the holders of the Other Notes, together with interest accrued thereon, by paying the Company agrees that it shall not redeem any of the Other Notes pursuant to the Holder a sum of money equal provisions thereof similar to one hundred fifty percent (150%this Section 2(b) or repurchase or otherwise acquire any of the principal amount Other Notes (other than a mandatory redemption pursuant to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until provisions of the actual repayment date and any and all other sums due, accrued or payable Other Notes comparable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (Section 5) business days after unless the date of the Notice of Redemption Company offers simultaneously to redeem, repurchase or otherwise acquire a pro rata portion (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion based on outstanding principal amount) of this Note for which cash at the Holder has a pending election to convert, same unit price as the Other Note or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultOther Notes.

Optional Redemption. (a) Provided that At any time after the Original Issue Date and before the Maturity Date, the Company has may, deliver a number of authorized but unissued shares of Common Stock sufficient for written notice to the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted Holder (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement an “Optional Redemption Notice” and the prospectus under date such Registration Statement notice is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdeemed delivered hereunder, the Borrower will have “Optional Redemption Notice Date”) of its irrevocable election to redeem all of the option of prepaying the then outstanding principal amount of this Note ("Optional Redemption"), for cash in whole or in part, together with interest accrued thereon, by paying an amount equal to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the 20th calendar day following the Optional Redemption Payment Notice Date as set forth herein(such date, the “Optional Redemption Date”, such 20 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (iprovided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non- existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) such in which case the Optional Redemption Notice of Redemption will shall be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultab initio.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no an Event of Default under (as defined in this Agreement and the Subscription Agreement Note) has not occurred, whether or this Note shall or would existnot such Event of Default has been cured, the Borrower Company will have the option of prepaying the outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with the interest accrued thereon, by paying to the Holder Subscriber a sum of money equal to one hundred fifty twenty percent (150120%) of the principal amount Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Subscriber arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderSubscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five thirty (530) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder Subscriber has a pending election to convert, or for Conversion Notices notices given by the Holder Subscriber prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderSubscriber. In the event the Borrower Company 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 Company will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s Company's failure may be deemed by Holder Subscriber to be a non-curable Event of Default.

Optional Redemption. (i) Subject to the provisions of subparagraph (v) of this subparagraph (a), shares of Municipal Preferred of any series may be redeemed, at the option of the Trust, as a whole or from time to time in part, on the second Business Day preceding any Dividend Payment Date for shares of such series, out of funds legally available therefor, at a redemption price per share equal to the sum of $25,000 plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) the date fixed for redemption; provided, however, that (1) shares of a series of Municipal Preferred may not be redeemed in part if after such partial redemption fewer than 500 shares of such series remain outstanding; (2) unless otherwise provided herein, shares of a series of Municipal Preferred are redeemable by the Trust during the Initial Rate Period thereof only on the second Business Day next preceding the last Dividend Payment Date for such Initial Rate Period; and (3) subject to subparagraph (ii) of this subparagraph (a), the Notice of Special Rate Period relating to a Special Rate Period of shares of a series of Municipal Preferred, as delivered to the Auction Agent and filed with the Secretary of the Trust, may provide that shares of such series shall not be redeemable during the whole or any part of such Special Rate Period (except as provided in subparagraph (iv) of this subparagraph (a)) or shall be redeemable during the whole or any part of such Special Rate Period only upon payment of such redemption premium or premiums as shall be specified therein ("Special Redemption Provisions"). (ii) A Notice of Special Rate Period relating to shares of a series of Municipal Preferred for a Special Rate Period thereof may contain Special Redemption Provisions only if the Trust's Board of Trustees, after consultation with the Broker-Dealer or Broker-Dealers for such Special Rate Period of shares of such series, determines that such Special Redemption Provisions are in the best interest of the Trust. (iii) If fewer than all of the outstanding shares of a series of Municipal Preferred are to be redeemed pursuant to subparagraph (i) of this subparagraph (a), the number of shares of such series to be redeemed shall be determined by the Board of Trustees, and such shares shall be redeemed pro rata from the Holders of shares of such series in proportion to the number of shares of such series held by such Holders. (iv) Subject to the provisions of subparagraph (v) of this subparagraph (a), shares of any series of Municipal Preferred may be redeemed, at the option of the Trust, as a whole but not in part, out of funds legally available therefor, on the first day following any Dividend Period thereof included in a Rate Period consisting of more than 364 Rate Period Days if, on the date of determination of the Applicable Rate for shares of such series for such Rate Period, such Applicable Rate equaled or exceeded on such date of determination the Treasury Note Rate for such Rate Period, at a redemption price per share equal to the sum of $25,000 plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) to the date fixed for redemption. (v) The Trust may not on any date mail a Notice of Redemption pursuant to subparagraph (c) of this paragraph 11 in respect of a redemption contemplated to be effected pursuant to this subparagraph (a) Provided that unless on such date (a) the Company Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a number value not less than the amount (including any applicable premium) due to Holders of authorized but unissued shares of Common Stock sufficient for Municipal Preferred by reason of the issuance redemption of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance redemption date and (b) the Discounted Value of Moody's Eligible Assets (if applicable, such Common Stock is registered for resale under Mood▇'▇ ▇▇ then rating the Registration Statement shares of Municipal Preferred) and the prospectus under such Registration Statement Discounted Value of S&P Eligible Assets (if S&P is available for then rating the sale shares of all Registrable Securities held by Municipal Preferred) each at least equal the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quotedMunicipal Preferred Basic Maintenance Amount, and both would at least equal the Municipal Preferred Basic Maintenance Amount immediately before and after giving effect thereto, no Event subsequent to such redemption if such redemption were to occur on such date. For purposes of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note determining in clause ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%b) of the principal amount preceding sentence whether the Discounted Value of Moody's Eligible Assets at least equals the Municipal Preferred Basic Maintenance Amount, the Moody's Discount Factors applicable to Moody's Eligible Assets shall be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable determined by reference to the Holder arising under first Exposure Period longer than the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given Exposure Period then applicable to the Holder. The Notice Trust, as described in the definition of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 Moody's Discount Factor herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further 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.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued The shares of Common Stock sufficient for this Series may not be redeemed before the issuance fifth anniversary of all Conversion Shares underlying the remaining principal amount Initial Issuance Date. Thereafter, the shares of this Note, such Common Stock is listed or quoted Series shall be redeemable (and is not suspended from tradingsubject to subsection 4(d) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have below) at the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Corporation, in whole or in part, together with interest accrued thereonat the redemption price, by paying which shall be an amount equal to the Holder greater of (i) U.S. $6.75 per share of this Series plus the amount of any accrued and unpaid Dividends per share of this Series (including accumulated Dividends, whether or not declared) or (ii) the Fair Market Value of a sum share of money equal this Series (as defined below). For purposes hereof, the Fair Market Value shall be determined by a nationally recognized independent investment banking firm mutually agreed to one hundred fifty percent (150%) by the Corporation and the holder of a majority of the principal amount shares of this Series then outstanding, whose determination shall be conclusive. (i) In case the Corporation shall desire to exercise its right to redeem any shares of this Series, it shall give notice of such redemption to holders of the shares of this Series to be redeemed as hereinafter provided in this Section 4(b). (ii) Notice of redemption shall be given to the holders of shares of this Series to be redeemed by mailing such notice by first-class mail to their last addresses as they shall appear upon the register for the shares of this Series not less than 120 calendar days prior to the date fixed for redemption. (iii) Each such notice of redemption (A) shall specify the date fixed for redemption and the redemption price at which shares of this Series are to be redeemed, together with accrued but unpaid interest thereon (B) shall state that payment of the redemption price for the shares of this Series to be redeemed will be made at the principal executive offices of the Corporation, upon presentation and interest that will accrue until surrender of certificates representing such shares of this Series, and (C) if less than all the actual repayment date and shares of this Series are to be redeemed, shall specify the number of shares of this Series held by each holder to be redeemed. In case any and all other sums due, accrued or payable certificate representing shares of this Series is to the Holder arising under the Notebe redeemed in part only, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (which relates to such certificate shall state the "Notice number of Redemption") is given shares of this Series represented by such certificate to be redeemed and shall state that on and after the redemption date, upon surrender of such certificate, a new certificate or certificates for a number of shares of this Series equal to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption unredeemed portion thereof will be issued. (the "Redemption Payment Date"), which date shall be not iv) If less than five all the shares of this Series are to be redeemed, the Corporation shall effect such redemption pro rata among the holders thereof (5) business days after based on the number of shares of this Series held on the date of notice of redemption). (i) If the Notice giving of Redemption (notice of redemption shall have been completed as provided above, the "Redemption Period"). A Notice shares of Redemption this Series specified in such notice shall become redeemable, and shall be redeemed by the Corporation upon presentation and surrender of the certificate representing such shares, on the date and at the place stated in such notice at the redemption price, and on and after such date fixed for redemption, notwithstanding that any certificate for shares of this Series so called for redemption shall not have been surrendered for cancellation, unless there shall have been a default in payment of the redemption price, all shares of this Series called for redemption shall no longer be effective deemed to be outstanding, and all rights with respect to any portion such shares of this Note for which Series shall forthwith cease and terminate except only the Holder has a pending election right of the holders thereof to convertreceive from the Corporation the redemption price, or for Conversion Notices given by without interest, of the Holder prior shares to the Redemption Payment Date. On the Redemption Payment Datebe redeemed, the Redemption Amount and such shares shall not thereafter be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount transferred on the Redemption Payment Date as set forth herein, then (i) such Notice books of Redemption will the Corporation or be null and void, deemed to be outstanding for any purpose whatsoever. (ii) Borrower will Upon presentation of any certificate representing shares of this Series only a portion of which are to be redeemed, the Corporation shall immediately issue, at its expense, a new certificate or certificates representing the shares of this Series not redeemed. (d) Except as provided in paragraph (a) above, the Corporation shall have no further right to deliver another Notice redeem the shares of Redemptionthis Series. Any shares of this Series so redeemed shall be permanently retired, shall no longer be deemed outstanding and shall not under any circumstances be reissued, and (iii) Borrower’s failure the Corporation may from time to time take such appropriate corporate action as may be deemed necessary to reduce the authorized shares of this Series accordingly. Nothing herein contained shall prevent or restrict the purchase by Holder the Corporation, from time to be a non-curable Event time either at public or private sale, of Defaultthe whole or any part of the shares of this Series at such price or prices as the Corporation may determine, subject to the provisions of applicable law.

Optional Redemption. (a) Provided Within 179 days of the date hereof, provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in partpartwha, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty thirty percent (150130%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. In the event that there shall not have occurred a dosing of a Qualified Public Offering (aas defined in Section 4(b) Provided that hereof) prior to December 23, 2000, at the Company has a number election of authorized but unissued each holder of the Series Preferred Stock outstanding as of December 24, 2000, the Corporation shall redeem all shares of Common the Series Preferred Stock sufficient then outstanding. Payment of the applicable Redemption Price (as defined below) shall be made by the Corporation on January 23, 2001, for a cash price equal to the issuance original purchase price paid by such holders for each share of all Conversion Shares underlying the remaining principal amount of this NoteSeries Preferred Stock outstanding, such Common Stock is listed adjusted for any stock split, combined consolidation or quoted (and is not suspended from trading) on the Principal Market and stock distribution or stock dividends with respect to such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption AmountPrice") ). On or prior to December 24, 2000, the Corporation shall give written notice by mail, postage prepaid, to the holders of the then outstanding shares of the Series Preferred Stock at the address of each such holder appearing on the day books of the Corporation or given by such holder to the Corporation for the purpose of notice. Such notice shall set forth the Redemption Price as defined above) and shall further state that any holder of the Series Preferred Stock who intends to request redemption of its Series Preferred Stock pursuant to this Section 5(a) must give written notice of redemption (the "Notice of Redemption") is given to the HolderCorporation of its request for redemption on or before January 11, 2001. The Notice If the Corporation receives requests for redemption on or prior to January 11, 2001 from the holders of Redemption a majority of the Series Preferred Stock, it shall specify give written notice by mail, postage prepaid, to the date for such Optional Redemption holders of Series Preferred Stock that all shares of the Series Preferred Stock then outstanding will be redeemed on January 23, 2001 (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior per share cash price equal to the Redemption Payment DatePrice. The notice shall further call upon such holders to surrender to the Corporation on or before the Redemption Date at the place designated in the notice such holder's certificate or certificates representing the shares to be redeemed. On or after the Redemption Payment Date, each holder of shares of the Redemption Amount Series Preferred Stock called for redemption shall be paid in good funds surrender the certificate evidencing such shares to the HolderCorporation. In the event case of any certificate or certificates which have been lost, stolen or destroyed, the Borrower fails holder of such certificate or certificate shall make and deliver an affidavit of that fact to pay the Redemption Amount on Corporation without the Redemption Payment Date as set forth herein, then (i) such Notice necessity of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be giving the Corporation a non-curable Event of Defaultbond.

Optional Redemption. (a) Provided that The Company may at any time on or prior to [●], 2018, unconditionally redeem, in whole but not in part, the Notes at its option at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption. (b) At any time after [●], 20184, but on or prior to [●], 20215, the Company has a number of authorized but unissued shares of Common Stock sufficient for may redeem the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes at its option, in whole or in part, together with interest accrued thereon, by paying to the Holder at a sum of money redemption price equal to one hundred fifty percent (150%) 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption. (c) At any time after [●], 20216, the Company shall have the option to be redeemedredeem the Notes, together with in whole or in part, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon, to the applicable redemption date. (d) The Company may at any time redeem unconditionally, in whole but not in part, the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice date of redemption (a “Tax Redemption Date”) and all Additional Amounts (as defined in Section 4.21), if any, then due and which will become due on the "Notice Tax Redemption Date as a result of Redemption"the redemption or otherwise, if the Company or any Guarantor determines, acting reasonably and in good faith, that it has become or would become obligated to pay any Additional Amounts in respect of the Notes as a result of: (1) is given any change in or amendment to the Holder. The Notice laws or treaties (or regulations or rulings promulgated thereunder) of Redemption shall specify a Relevant Taxing Jurisdiction to tax, or (2) any change in or amendment to any official position regarding the application or interpretation of such laws, treaties, regulations or rulings, which change or amendment is announced and becomes effective on or after the date for such Optional Redemption of this Indenture (or, if the "Redemption Payment Date"), which applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date shall be not less than five (5) business days after the date of the Notice of Redemption Indenture, such later date) (the "Redemption Period"any such change in (1) or (2) above, a “Change in Tax Law”). A Notice of Redemption shall , and (ii) such obligation cannot be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given avoided by the Holder Company or any such Guarantor taking reasonable measures available to it. 4 The six month anniversary of the Restructuring Effective Date. 5 The third anniversary of the Restructuring Effective Date. 6 The third anniversary of the Restructuring Effective Date. (e) Notwithstanding the foregoing, no notice of redemption of the Notes pursuant to Section 3.07(d) may be given earlier than 60 days’ prior to the Redemption Payment Date. On earliest date on which the Redemption Payment DateCompany could be obligated to pay such Additional Amounts if a payment in respect of the Notes or the Note Guarantees was then due. (f) Prior to giving notice of any such redemption pursuant to Section 3.07(d), the Redemption Amount Company shall deliver to the Trustee (y) an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that the obligation to pay Additional Amounts cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it and (z) an Opinion of Counsel of an independent legal counsel of internationally recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Company (as issuer), Guarantor or any successor entity has been or will become obligated to pay Additional Amounts as a result of a Change of Tax Law. (g) The Trustee will accept and shall be paid entitled to conclusively rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, without further enquiry, in good funds which event it will be conclusive and binding on the Holders. (h) Any redemption pursuant to this Section 3.07 shall be made pursuant 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 provisions of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Provided that The Partnership shall have the Company has right, at any time and from time to time at its sole option and election, to redeem (the “Redemption”) this Note, in whole but not in part, on not less than 10 days notice of the date of redemption (any such date, a number “Redemption Date”) at a price (the “Redemption Price”) equal to the Outstanding Principal Amount of authorized but unissued shares this Note plus all accrued and unpaid interest thereon (other than any such interest which theretofore was a Principal Increase), whether or not currently payable, to the applicable Redemption Date, in immediately available funds. (b) Notice of Common Stock sufficient for the issuance of all Conversion Shares underlying Redemption (the remaining principal amount “Redemption Notice”) shall be mailed at least 10 days prior to the Redemption Date to the holder of this Note, at such Common Stock is listed or quoted (and is not suspended from trading) holder’s address as it appears on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) transfer books of the principal amount to be redeemed, together with accrued but unpaid interest thereon Partnership. (c) On the Redemption Date and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion upon surrender of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Datecancellation, the Redemption Amount Partnership shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on Price to the holder of this Note. Notwithstanding that this Note shall not have been surrendered for cancellation, from and after the Redemption Payment Date as set forth herein, then Date: (i) such Notice of Redemption will this Note shall no longer be null and voiddeemed outstanding, (ii) Borrower will have no further the right to deliver another Notice of Redemption, receive interest thereon shall cease to accrue and (iii) Borrower’s failure may all rights of the holder of this Note shall cease and terminate, excepting only the right to receive the Redemption Price therefor; provided, however, that if the Partnership shall default in the payment of the Redemption Price, this Note shall thereafter be deemed by Holder to be outstanding and the holder hereof shall have all of the rights of a non-curable Event holder of Defaultthis Note until such time as such default shall no longer be continuing.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.

Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (a“Optional Redemption”) Provided early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company has provides the Holder with written notice (each, a number “Redemption Notice”) of authorized but unissued shares its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Stock sufficient for Shares was less than the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) Fixed Price on the Principal Market and date such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicableRedemption Notice is delivered, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held unless otherwise agreed by the SubscriberHolder, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, (y) provided no Event of Default under has occurred, at any time after the Subscription Agreement or this thirtieth (30th) Trading Day after the initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption Amount. The “Redemption Amount” shall or would existbe an amount equal to the outstanding Principal balance being redeemed by the Company, plus the Payment Premium in respect of such Principal amount, plus all accrued and unpaid interest, if any on such Principal amount. After receipt of a Redemption Notice, the Borrower will Holder shall have ten (10) Trading Days (beginning with the option Trading Day immediately following the date of prepaying such Redemption Notice) to elect to convert all or any portion of the outstanding principal amount of this Note Note. On the eleventh ("Optional Redemption")11th) Trading Day after the applicable Redemption Notice, in whole or in part, together with interest accrued thereon, by paying the Company shall deliver to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective Amount with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior Principal amount redeemed to the Redemption Payment Date. On extent not converted and otherwise after giving effect to conversions or other payments made during the Redemption Payment Date, the Redemption Amount 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 ten (i10) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultTrading Day period.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would The Notes shall be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), redeemable in whole or in partpart by the Issuer on any Redemption Date at the written direction of, or with the written consent of, the Redemption Control Class; provided, however, that in the case of a partial optional redemption, after giving effect thereto and the related sale of Collateral Obligations to finance the same, the Aggregate Principal Amount of the Collateral does not consist of greater than 65% of Private Collateral Obligations. Any such redemption shall be effected from Liquidation Proceeds in accordance with the Priority of Payments at the Redemption Price plus accrued and unpaid interest. The determination of whether sufficient Liquidation Proceeds are available for the optional redemption of the Notes shall be made in compliance with the provisions of Section 9.1(c) (b) In connection with an optional redemption pursuant to Section 9.1(a): (i) in the case of an optional redemption directed by the Specified Holders (if it constitutes a Majority of the Noteholders) or if Cause exists (after the applicable cure and grace periods) under the Investment Management Agreement (a “Specified Optional Redemption”), the Specified Holder shall direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Specified Holder in writing and in accordance with Section 9.2, any Collateral Obligation and upon any such sale the Trustee shall release such Collateral Obligations pursuant to Section 10.6; and (ii) in the case of each other optional redemption, the Investment Manager shall direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Investment Manager in writing and in accordance with Section 9.2, any Collateral Obligation and upon any such sale the Trustee shall release such Collateral Obligation pursuant to Section 10.6. (c) Unless a Majority of the Noteholders otherwise expressly consents or directs in writing, the Issuer may not direct the Trustee to sell (and the Trustee shall not be obligated to release the lien upon) any Collateral Obligation unless, there will be sufficient Liquidation Proceeds after giving effect to such sales to pay the amounts specified in Sections 11.1(a)(C)(i) through (iii) and either: (i) the Investment Manager shall furnish to the Trustee, at least seven Business Days prior to the applicable Redemption Date, a certificate certifying that the Investment Manager on behalf of the Issuer has entered into a binding agreement or agreements (including in the form of a confirmation of sale) with a financial institution or institutions whose short-term unsecured debt obligations have a credit rating of at least “A-1” from S&P or with a Person that the Investment Manager has determined to be appropriate to purchase, not later than the Business Day immediately preceding such Redemption Date, in immediately available funds, all or a portion of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with interest accrued thereon, by paying any other amounts available to be used for such optional redemption (including the proceeds of the sale of any Eligible Investments) to pay all amounts specified in this Section 9.1(c); or (ii) at least ten Business Days prior to the Holder applicable Redemption Date and prior to selling any Collateral Obligations and/or Eligible Investments the Investment Manager certifies to the Trustee that the expected proceeds from such sale (calculated as provided in the next succeeding paragraph) together with any other amounts available to be used for such optional redemption (including the proceeds of the sale of any Eligible Investments) will be delivered to the Trustee two Business Days prior to (but in no event later than the Business Day immediately preceding) the Redemption Date, in immediately available funds and will equal or exceed all amounts specified in this Section 9.1(c). For purposes of determining the expected proceeds from a sum sale for purposes of money equal the immediately preceding paragraph, the expected proceeds shall be deemed to one hundred fifty percent be the Market Value of the Eligible Investments and, if Collateral Obligations are to be sold on the Business Day of the certification, the Market Value of the Collateral Obligations. For the avoidance of doubt, the Issuer may, in effecting a sale contemplated by subclause (150%i) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"Section 9.1(c), which date shall be not less than five (5) business days after enter into one or more participation agreements or similar arrangements with the date purchaser of the Notice Collateral Obligations whereby, in connection with the Issuer’s receipt of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective purchase price with respect to any all or a portion of this Note the Collateral Obligations, the Issuer shall grant to such purchaser a participation interest in all or a portion of such Collateral Obligations and agree to use commercially reasonable efforts (or such other efforts as shall be specified) to complete the transfer of such Collateral Obligations to such purchaser thereafter. (d) Installments of interest and principal due on or prior to a Redemption Date which shall not have been paid or duly provided for which shall be payable on the Holder has a pending election Redemption Date to convertthe Holders of the affected Notes as of the relevant Redemption Record Dates. Upon receipt of the direction of the Redemption Control Class, the Issuer shall deliver an Issuer Order to the Trustee directing the Trustee to make the payment to the Paying Agent of the amounts payable or distributable in accordance with Section 11.1(a)(C) from funds in the Issuer Accounts in accordance with the Priority of Payments. The Issuer shall deposit, or cause to be deposited, the funds required for Conversion Notices given by an optional redemption in the Holder Payment Account on or before the Business Day prior to the Redemption Payment Date. On . (e) In the case of a Specified Optional Redemption, the Specified Holder, on behalf of the Issuer, shall set the Redemption Payment Date, Date and the Redemption Amount shall be paid in good funds Record Date and give written notice thereof to the HolderTrustee pursuant to Section 9.2. In the event case of each other optional redemption, the Borrower fails to pay Investment Manager, on behalf of the Issuer, shall set the Redemption Amount on Date and the Redemption Payment Record Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right give written notice thereof to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder the Trustee pursuant to be a non-curable Event of DefaultSection 9.2.

Optional Redemption. (aA) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note The Corporation shall or would exist, the Borrower will have the option of prepaying to redeem the outstanding principal amount of this Note ("Optional Redemption"), in whole or in partany part of the Series A Junior Participating Preferred Stock at any time at a redemption price equal to, together with interest accrued thereon, by paying subject to the Holder a sum of money equal to one hundred fifty percent (150%) provision for adjustment hereinafter set forth, 100 times the "current per share market price" of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") Common Stock on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice mailing of Redemption (the "Redemption Period"). A Notice notice of Redemption shall not be effective redemption, together with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior unpaid accumulated dividends to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holderdate of such redemption. In the event the Borrower fails to pay Corporation shall at any time after the Redemption Amount on the Redemption Payment Rights Declaration Date as set forth herein, then (i) such Notice pay any dividend on Common Stock payable in shares of Redemption will be null and voidCommon Stock, (ii) Borrower will have no further right to deliver another Notice of Redemptionsubdivide the outstanding Common Stock, and (iii) Borrower’s failure may combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock shall be otherwise entitled immediately prior to such event under the immediately preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. The "current per share market price" on any date shall be deemed by Holder to be a nonthe average of the closing prices per share of such Common Stock for the 10 consecutive Trading Days (as such term in hereinafter defined) immediately prior to such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale shall take place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Stock shall be listed or admitted to trading or, if the Common Stock shall not be listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted the average of the high bid and low asked prices in the over-curable Event the-counter market, as reported by the National Association of Default.Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use or, if on any such date the Common Stock shall not be quoted by any such organization, the average of the

Optional Redemption. (i) Subject to the provisions of subparagraph (v) of this paragraph (a), Preferred Shares may be redeemed, at the option of the Trust, as a whole or from time to time in part, on the second Business Day preceding any Distribution Payment Date for shares of the Series, out of funds legally available therefor, at a redemption price per share equal to the sum of $___ plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared) to (but not including) the date fixed for redemption; PROVIDED, HOWEVER, that (1) Preferred Shares are redeemable by the Trust during the Initial Rate Period only on the second Business Day next preceding the last Distribution Payment Date for such Initial Rate Period; and (2) subject to subparagraph (ii) of this paragraph (a), the Notice of Special Rate Period relating to a Special Rate Period of Preferred Shares, as delivered to the Auction Agent and filed with the Secretary of the Trust, may provide that shares of the Series shall not be redeemable during the whole or any part of such Special Rate Period (except as provided in subparagraph (iv) of this paragraph (a)) or shall be redeemable during the whole or any part of such Special Rate Period only upon payment of such redemption premium or premiums as shall be specified therein ("Special Redemption Provisions"). (ii) A Notice of Special Rate Period relating to Preferred Shares for a Special Rate Period thereof may contain Special Redemption Provisions only if the Trust's Board of Trustees, after consultation with the Broker-Dealer or Broker-Dealers for such Special Rate Period of shares of the Series, determines that such Special Redemption Provisions are in the best interest of the Trust. (iii) If fewer than all of the outstanding Preferred Shares are to be redeemed pursuant to subparagraph (i) of this paragraph (a), the number of shares of the Series to be redeemed shall be determined by the Board of Trustees, and such shares shall be redeemed pro rata from the Holders of shares of the Series in proportion to the number of shares of the Series held by such Holders or by such other method that the Board of Trustees deems fair and equitable. (iv) Subject to the provisions of subparagraph (v) of this paragraph (a), Preferred Shares may be redeemed, at the option of the Trust, as a whole but not in part, out of funds legally available therefor, on the first day following any Distribution Period thereof included in a Rate Period consisting of more than 364 Rate Period Days if, on the date of determination of the Applicable Rate for shares of the Series for such Rate Period, such Applicable Rate equaled or exceeded on such date of determination the Treasury Note Rate for such Rate Period, at a redemption price per share equal to the sum of $___ plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared) to (but not including) the date fixed for redemption. (v) The Trust may not on any date mail a Notice of Redemption pursuant to paragraph (c) of this Section 11 in respect of a redemption contemplated to be effected pursuant to this paragraph (a) Provided that unless on such date (a) the Company Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a number value not less than the amount (including any applicable premium) due to Holders of authorized but unissued Preferred Shares by reason of the redemption of such shares on such redemption date and (b) the Discounted Value of Common Stock sufficient for Moody's Eligible Assets (if Moody's is then rating the issuance ▇▇▇▇▇▇▇ed Shares) and the Discounted Value of all Conversion Fitch Eligible Assets (if Fitch is then rating the Preferred Shares) each at least equal the Preferred Shares underlying Basic Maintenance Amount, and would at least equal the remaining principal amount Preferred Shares Basic Maintenance Amount immediately subsequent to such redemption if such redemption were to occur on such date. The Trust shall not be required to have available Deposit Securities as described in clause (a) of this Note, such Common Stock is listed or quoted subparagraph (and is not suspended from tradingv) on the Principal Market and such shares in respect of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations a redemption of any trading market on which such Common Stock may be listed or quotedPreferred Shares, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in as a whole or in part, together with interest accrued thereon, by paying contemplated to be effected pursuant to paragraph 11(a) where such redemption is subject to the Holder a sum issuance of money equal to one hundred fifty percent shares of any other series of preferred shares or debt or other leverage of the Trust. For purposes of determining in clause (150%b) of the principal amount second preceding sentence whether the Discounted Value of Moody's Eligible Assets and Fitch Eligible Assets each at least equal the Preferred Shares Basic Maintenance Amount, and would at least equal the Preferred Shares Basic Maintenance Amount immediately subsequent to such redemption, the Moody's Discount Factor applicable to Moody's Eligible Assets and the Fitch Discount Factor applicable to Fitch Discount Assets shall be redeemeddetermined by reference, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums dueif applicable, accrued or payable to the Holder arising under first Exposure Period longer than the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given Exposure Period then applicable to the Holder. The Notice Trust, as described in the definition of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 Moody's Discount Factor and Fitch Discount Factor herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further 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.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount The Securities of this Noteseries are subject to redemption at the Issuer’s option, such Common Stock is listed or quoted (at any time and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")time to time, in whole or in part, together with interest accrued thereonat a Redemption Price equal to . For purposes of determining the optional redemption price, the following definitions are applicable: Any notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at the Issuer’s discretion, the date of redemption may be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied (or waived by paying the Issuer in its sole discretion), 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 date of redemption, or by the date of redemption so delayed. 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. Notice of any redemption will be mailed at least 10 days but not more than 60 days before the Redemption Date to each registered Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount Securities to be redeemed. Unless the Issuer defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption. If fewer than all of the Securities are to be redeemed, together with accrued but unpaid interest thereon and interest that the Trustee will accrue until the actual repayment date and any and all other sums dueselect, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less more than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to particular Securities or portions thereof for redemption from the Holderoutstanding Securities not previously called by such method as the Trustee deems fair and appropriate. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date Except as set forth hereinabove, then (i) such Notice the Securities will not be redeemable by the Issuer prior to maturity [and will not be entitled to the benefit of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultany sinking fund].

Optional Redemption. (a) Provided that the Company has Other than pursuant to a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existSpecial Event, the Borrower Series A Preferred Shares will have not be redeemable prior to August 15, 2010 (the “Call Date”). On or after such date, the Series A Preferred Shares will be redeemable at the option of prepaying the outstanding principal amount Corporation (after giving notice as set forth herein and upon receipt of this Note prior approval from the Federal Reserve) on any Dividend Payment Date ("Optional Redemption"the “Redemption Date”), in whole or in part, together with interest accrued thereonat any time or from time to time, by paying at a redemption price equal to an amount in cash equal to the Holder a sum of money equal to one hundred fifty percent (150%) percentage of the principal amount of the Series A Preferred Shares that is specified below (the “Redemption Price”) for the applicable Redemption Date plus, (i) all accrued but unpaid dividends for the current Dividend Period (whether or not declared) to, but excluding such Redemption Date and (ii) all accrued but unpaid dividends that have been declared with respect to one or more prior Dividend Periods (but without accumulation of any previously undeclared and unpaid dividends for prior Dividend Periods): Redemption During the Twelve-Month Period Beginning August 15, Percentage of Principal Amount (b) In the event that fewer than all the outstanding Series A Preferred Shares are to be redeemed on or subsequent to the Call Date, the number of Series A Preferred Shares to be redeemed shall be determined by the Board of Directors, and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by any other method as may be determined by the Board of Directors, in its sole discretion to be equitable, provided that such method satisfies any applicable requirements of any securities exchange (if any) on which the Series A Preferred Shares are then listed. (c) Unless full dividends on the Series A Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been set apart for payment for the then current Dividend Period, no Series A Preferred Shares shall be redeemed on or subsequent to the Call Date unless all outstanding Series A Preferred Shares are redeemed, and the Corporation shall not purchase or otherwise acquire any Series A Preferred Shares; provided, however, that the Corporation may purchase or acquire Series A Preferred Shares on or subsequent to the Call Date on a Redemption Date at the Redemption Price to holders of all outstanding Series A Preferred Shares. (d) The Corporation shall not redeem or set aside funds for the redemption of any stock of the Corporation ranking junior or on parity with the Series A Preferred Shares as to dividends or amounts upon liquidation unless prior to or contemporaneously therewith it redeems, or sets aside funds for the redemption of, a number of shares of Series A Preferred Shares whose liquidation preference bears the same relationship to the aggregate liquidation preference of all shares of Series A Preferred Shares then outstanding as the liquidation preference of such junior or parity stock to be redeemed bears to the aggregate liquidation preference of all junior or parity stock, as applicable, then outstanding. (e) A notice by the Corporation pursuant to this Section shall be sufficiently given if in writing and mailed, first class postage prepaid, to each record holder of Series A Preferred Shares at the holder’s address as it appears in the records of the Corporation’s transfer agent. In any case where notice is given by mail, neither the failure to mail such notice nor any defect in the notice, to any particular holder shall affect the sufficiency of such notice to any other holder. Any notice mailed to a holder in the manner described above shall be deemed given on the date mailed, whether or not the holder actually receives the notice. A notice of redemption shall be given not less than 30 days and not more than 60 days prior to the date of redemption specified in the notice, and shall specify (i) the redemption date, (ii) the number of Series A Preferred Shares to be redeemed, together with accrued but unpaid interest thereon (iii) the redemption price and interest (iv) the manner in which holders of Series A Preferred Shares called for redemption may obtain payment of the redemption price in respect of those shares. (f) Any Series A Preferred Shares that will accrue until the actual repayment date and any and all other sums due, accrued or payable are duly called for redemption pursuant to the Holder arising under terms set forth in this Section shall be deemed no longer to be outstanding for any purpose from and after that time that the NoteCorporation shall have irrevocably deposited with the Paying Agent funds in an amount equal to the aggregate redemption price. From and after that time, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date holders of the Notice of Redemption (the "Redemption Period"). Series A Notice of Redemption Preferred Shares so called for redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further rights as stockholders of the Corporation and in lieu thereof shall have only the right to deliver another Notice receive the applicable Redemption Price. (g) Series A Preferred Shares redeemed pursuant to this Section or purchased or otherwise acquired for value by the Corporation shall, after such acquisition, have the status of Redemption, authorized and (iii) Borrower’s failure unissued shares of Preferred Stock and may be deemed reissued by Holder to be a non-curable Event the Corporation at any time as shares of Defaultany series of Preferred Stock other than as Series A Preferred Shares.

Optional Redemption. (a) Provided that If so specified in the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of Pricing Supplement, this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock Note may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have redeemed at the option of prepaying the outstanding Issuer on any date on and after the Initial Redemption Date, if any, specified in the Pricing Supplement (the “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part at the option of the Issuer at the applicable Redemption Price (as defined below), together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note to, but excluding, the Redemption Date, on notice given not more than 60 nor less than 30 calendar days (unless specified otherwise in the Pricing Supplement) prior to the Redemption Date; provided, however, that in the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $250,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the registered holder hereof upon the surrender of this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the applicable Registrar by such method as such Registrar shall deem fair and appropriate. If this Note is redeemable at the option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of this Note ("Optional Redemption")to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified in whole or in partthe Pricing Supplement, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue redeemed until the actual repayment date Redemption Price is 100% of such principal amount. From and after any redemption date, if monies for the redemption of this Note (or portion hereof) shall have been made available for redemption on such redemption date, this Note (or such portion hereof) shall cease to bear interest and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective holder’s only right with respect to any portion of this Note for which (or such portion hereof) shall be to receive payment of the Holder has principal amount of the Note being redeemed (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a pending election to convertSubordinated Note, or for Conversion Notices given by as indicated on the Holder face hereof, it may not be redeemed at the option of the Issuer prior to the Redemption Payment Date. On Stated Maturity Date without the Redemption Payment Date, prior written approval of the Redemption Amount shall be paid in good funds to United States Office of the Holder. In Comptroller of the event Currency (the Borrower fails to pay “OCC”) or any other bank supervisory authority having jurisdiction over the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) Issuer and requiring such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultapproval.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued The shares of Common Stock sufficient for this Series may not be redeemed before the issuance fifth anniversary of all Conversion Shares underlying the remaining principal amount Initial Issuance Date. Thereafter, each share of this Note, such Common Stock is listed or quoted Series shall be redeemable (and is not suspended from tradingsubject to subsection 4(d) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have below) at the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Corporation, in whole or in part, together with interest accrued thereonat the redemption price, by paying which shall be an amount equal to the Holder Conversion Rate multiplied by the greater of (i) the Conversion Price per share of this Series plus the amount of any accrued and unpaid Dividends per share of this Series (including accumulated Dividends, whether or not declared), or (ii) the Fair Market Value of a sum share of money equal this Series (as defined below). For purposes hereof, the Fair Market Value shall be determined by a nationally recognized independent investment banking firm mutually agreed to one hundred fifty percent (150%) by the Corporation and the holder of a majority of the principal amount shares of this Series then outstanding, whose determination shall be conclusive. (i) In case the Corporation shall desire to exercise its right to redeem any shares of this Series, it shall give notice of such redemption to holders of the shares of this Series to be redeemed as hereinafter provided in this Section 4(b). (ii) Notice of redemption shall be given to the holders of shares of this Series to be redeemed by mailing such notice by first-class mail to their last addresses as they shall appear upon the register for the shares of this Series not less than 120 calendar days prior to the date fixed for redemption. (iii) Each such notice of redemption (A) shall specify the date fixed for redemption and the redemption price at which shares of this Series are to be redeemed, together with accrued but unpaid interest thereon (B) shall state that payment of the redemption price for the shares of this Series to be redeemed will be made at the principal executive offices of the Corporation, upon presentation and interest that will accrue until surrender of certificates representing such shares of this Series, and (C) if less than all the actual repayment date and shares of this Series are to be redeemed, shall specify the number of shares of this Series held by each holder to be redeemed. In case any and all other sums due, accrued or payable certificate representing shares of this Series is to the Holder arising under the Notebe redeemed in part only, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (which relates to such certificate shall state the "Notice number of Redemption") is given shares of this Series represented by such certificate to be redeemed and shall state that on and after the redemption date, upon surrender of such certificate, a new certificate or certificates for the number of shares of this Series equal to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption unredeemed portion thereof will be issued. (the "Redemption Payment Date"), which date shall be not iv) If less than five all the shares of this Series are to be redeemed, the Corporation shall effect such redemption pro rata among the holders thereof (5) business days after based on the number of shares of this Series held on the date of notice of redemption). (i) If the Notice giving of Redemption (notice of redemption shall have been completed as provided above, the "Redemption Period"). A Notice shares of Redemption this Series specified in such notice shall become redeemable, and shall be redeemed by the Corporation upon presentation and surrender of the certificate representing such shares, on the date and at the place stated in such notice at the redemption price, and on and after such date fixed for redemption, notwithstanding that any certificate for shares of this Series so called for redemption shall not have been surrendered for cancellation, unless there shall have been a default in payment of the redemption price, all shares of this Series called for redemption shall no longer be effective deemed to be outstanding, and all rights with respect to any portion such shares of this Note for which Series shall forthwith cease and terminate except only the Holder has a pending election right of the holders thereof to convertreceive from the Corporation the redemption price, or for Conversion Notices given by without interest, of the Holder prior shares to the Redemption Payment Date. On the Redemption Payment Datebe redeemed, the Redemption Amount and such shares shall not thereafter be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount transferred on the Redemption Payment Date as set forth herein, then (i) such Notice books of Redemption will the Corporation or be null and void, deemed to be outstanding for any purpose whatsoever. (ii) Borrower will Upon presentation of any certificate representing shares of this Series only a portion of which are to be redeemed, the Corporation shall immediately issue, at its expense, a new certificate or certificates representing the shares of this Series not redeemed. (d) Except as provided in paragraph (a) above, the Corporation shall have no further right to deliver another Notice redeem the shares of Redemptionthis Series. Any shares of this Series so redeemed shall be permanently retired, shall no longer be deemed outstanding and shall not under any circumstances be reissued, and (iii) Borrower’s failure the Corporation may from time to time take such appropriate corporate action as may be deemed necessary to reduce the authorized shares of this Series accordingly. Nothing herein contained shall prevent or restrict the purchase by Holder the Corporation, from time to be a non-curable Event time either at public or private sale, of Defaultthe whole or any part of the shares of this Series at such price or prices as the Corporation may determine, subject to the provisions of applicable law.

Optional Redemption. (i) Subject to the provisions of subparagraph (v) of this paragraph (a), Preferred Shares may be redeemed, at the option of the Trust, as a whole or from time to time in part, on the second Business Day preceding any Distribution Payment Date for shares of the Series, out of funds legally available therefor, at a redemption price per share equal to the sum of $25,000 plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared) to (but not including) the date fixed for redemption; PROVIDED, HOWEVER, that (1) Preferred Shares are redeemable by the Trust during the Initial Rate Period only on the second Business Day next preceding the last Distribution Payment Date for such Initial Rate Period; and (2) subject to subparagraph (ii) of this paragraph (a), the Notice of Special Rate Period relating to a Special Rate Period of Preferred Shares, as delivered to the Auction Agent and filed with the Secretary of the Trust, may provide that shares of the Series shall not be redeemable during the whole or any part of such Special Rate Period (except as provided in subparagraph (iv) of this paragraph (a)) or shall be redeemable during the whole or any part of such Special Rate Period only upon payment of such redemption premium or premiums as shall be specified therein ("Special Redemption Provisions"). (ii) A Notice of Special Rate Period relating to Preferred Shares for a Special Rate Period thereof may contain Special Redemption Provisions only if the Trust's Board of Trustees, after consultation with the Broker-Dealer or Broker-Dealers for such Special -48- Rate Period of shares of the Series, determines that such Special Redemption Provisions are in the best interest of the Trust. (iii) If fewer than all of the outstanding Preferred Shares are to be redeemed pursuant to subparagraph (i) of this paragraph (a), the number of shares of the Series to be redeemed shall be determined by the Board of Trustees, and such shares shall be redeemed pro rata from the Holders of shares of the Series in proportion to the number of shares of the Series held by such Holders or by such other method that the Board of Trustees deems fair and equitable. (iv) Subject to the provisions of subparagraph (v) of this paragraph (a), Preferred Shares may be redeemed, at the option of the Trust, as a whole but not in part, out of funds legally available therefor, on the first day following any Distribution Period thereof included in a Rate Period consisting of more than 364 Rate Period Days if, on the date of determination of the Applicable Rate for shares of the Series for such Rate Period, such Applicable Rate equaled or exceeded on such date of determination the Treasury Note Rate for such Rate Period, at a redemption price per share equal to the sum of $25,000 plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared) to (but not including) the date fixed for redemption. (v) The Trust may not on any date mail a Notice of Redemption pursuant to paragraph (c) of this Section 11 in respect of a redemption contemplated to be effected pursuant to this paragraph (a) Provided that unless on such date (a) the Company Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a number value not less than the amount (including any applicable premium) due to Holders of authorized but unissued Preferred Shares by reason of the redemption of such shares on such redemption date and (b) the Discounted Value of Common Stock sufficient for Moody's Eligible Assets (if Moody's is ▇▇▇▇ ▇ating the issuance Preferred Shares) and the Discounted Value of all Conversion Fitch Eligible Assets (if Fitch is then rating the Preferred Shares) each at least equal the Preferred Shares underlying Basic Maintenance Amount, and would at least equal the remaining principal amount Preferred Shares Basic Maintenance Amount immediately subsequent to such redemption if such redemption were to occur on such date. The Trust shall not be required to have available Deposit Securities as described in clause (a) of this Note, such Common Stock is listed or quoted subparagraph (and is not suspended from tradingv) on the Principal Market and such shares in respect of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations a redemption of any trading market on which such Common Stock may be listed or quotedPreferred Shares, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in as a whole or in part, together with interest accrued thereon, by paying contemplated to be effected pursuant to paragraph 11(a) where such redemption is subject to the Holder a sum issuance of money equal to one hundred fifty percent shares of any other series of preferred shares or debt or other leverage of the Trust. For purposes of determining in clause (150%b) of the principal amount second preceding sentence whether the Discounted Value of Moody's Eligible Assets and Fitch Eligible Assets each at least equal the Preferred Shares Basic Maintenance Amount, and would at least equal the Preferred Shares Basic Maintenance Amount immediately subsequent to such redemption, the Moody's Discount Factor applicable to Moody's Eligible Assets and the Fitch Discount Factor applicable to Fitch Discount Assets shall be redeemeddetermined by reference, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums dueif applicable, accrued or payable to the Holder arising under first Exposure Period longer than the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given Exposure Period then applicable to the Holder. The Notice Trust, as described in the definition of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 Moody's Discount Factor and Fitch Discount Factor herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further 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.

Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”) early a portion or all amounts outstanding under this Note as described in this Section; provided, that the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption Amount. The “Redemption Amount” shall be an amount equal to (a) Provided that the outstanding Principal balance being redeemed by the Company has a number plus (b) the Redemption Premium in respect of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale amount (provided that with respect to the first $7,000,000 of Optional Redemption in the aggregate under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option Other Notes occurring within sixty (60) days of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice SEPA, the VWAP of Redemption (the "Redemption Period"). A Notice of Redemption Common Shares shall not be effective required to be less than the Fixed Price on the date such Redemption Notice is delivered, and no Redemption Premium shall be payable) plus (c) all accrued and unpaid interest hereunder as of the date of such redemption. After receipt of a Redemption Notice, the Holder shall have ten (10) Trading Days (beginning with respect the Trading Day immediately following the date such Redemption Notice is delivered to the Holder in accordance with this term of this Section 1(d)) to elect to convert all or any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment DateNote. On the eleventh (11th) Trading Day following the delivery of the applicable Redemption Payment DateNotice, the Company shall deliver to the Holder the Redemption Amount shall be paid in good funds with respect to the Holder. In Principal amount redeemed to the event the Borrower fails extent not converted and otherwise after giving effect to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then conversions or other payments made during such ten (i10) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultTrading Day period.

Optional Redemption. (i) Subject to the provisions of subparagraph (v) of this paragraph (a), Preferred Shares may be redeemed, at the option of the Trust, as a whole or from time to time in part, on the second Business Day preceding any Distribution Payment Date for shares of the Series, out of funds legally available therefor, at a redemption price per share equal to the sum of $25,000 plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared) to (but not including) the date fixed for redemption; provided, however, that (1) Preferred Shares are redeemable by the Trust during the Initial Rate Period only on the second Business Day next preceding the last Distribution Payment Date for such Initial Rate Period; and (2) subject to subparagraph (ii) of this paragraph (a), the Notice of Special Rate Period relating to a Special Rate Period of Preferred Shares, as delivered to the Auction Agent and filed with the Secretary of the Trust, may provide that shares of the Series shall not be redeemable during the whole or any part of such Special Rate Period (except as provided in subparagraph (iv) of this paragraph (a)) or shall be redeemable during the whole or any part of such Special Rate Period only upon payment of such redemption premium or premiums as shall be specified therein ("Special Redemption Provisions"). (ii) A Notice of Special Rate Period relating to Preferred Shares for a Special Rate Period thereof may contain Special Redemption Provisions only if the Trust's Board of Trustees, after consultation with the Broker-Dealer or Broker-Dealers for such Special Rate Period of shares of the Series, determines that such Special Redemption Provisions are in the best interest of the Trust. (iii) If fewer than all of the outstanding Preferred Shares are to be redeemed pursuant to subparagraph (i) of this paragraph (a), the number of shares of the Series to be redeemed shall be determined by the Board of Trustees, and such shares shall be redeemed pro rata from the Holders of shares of the Series in proportion to the number of shares of the Series held by such Holders or by such other method that the Board of Trustees deems fair and equitable. (iv) Subject to the provisions of subparagraph (v) of this paragraph (a), Preferred Shares may be redeemed, at the option of the Trust, as a whole but not in part, out of funds legally available therefor, on the first day following any Distribution Period thereof included in a Rate Period consisting of more than 364 Rate Period Days if, on the date of determination of the Applicable Rate for shares of the Series for such Rate Period, such Applicable Rate equaled or exceeded on such date of determination the Treasury Note Rate for such Rate Period, at a redemption price per share equal to the sum of $25,000 plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared) to (but not including) the date fixed for redemption. (v) The Trust may not on any date mail a Notice of Redemption pursuant to paragraph (c) of this Section 11 in respect of a redemption contemplated to be effected pursuant to this paragraph (a) Provided that unless on such date (a) the Company Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a number value not less than the amount (including any applicable premium) due to Holders of authorized but unissued Preferred Shares by reason of the redemption of such shares on such redemption date and (b) the Discounted Value of Common Stock sufficient for ▇▇▇▇▇'▇ Eligible Assets (if ▇▇▇▇▇'▇ is then rating the issuance Preferred Shares) and the Discounted Value of all Conversion Fitch Eligible Assets (if Fitch is then rating the Preferred Shares) each at least equal the Preferred Shares underlying Basic Maintenance Amount, and would at least equal the remaining principal amount Preferred Shares Basic Maintenance Amount immediately subsequent to such redemption if such redemption were to occur on such date. The Trust shall not be required to have available Deposit Securities as described in clause (a) of this Note, such Common Stock is listed or quoted subparagraph (and is not suspended from tradingv) on the Principal Market and such shares in respect of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations a redemption of any trading market on which such Common Stock may be listed or quotedPreferred Shares, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in as a whole or in part, together with interest accrued thereon, by paying contemplated to be effected pursuant to paragraph 11(a) where such redemption is subject to the Holder a sum issuance of money equal to one hundred fifty percent shares of any other series of preferred shares or debt or other leverage of the Trust. For purposes of determining in clause (150%b) of the principal amount second preceding sentence whether the Discounted Value of Moody's Eligible Assets and Fitch Eligible Assets each at least equal the Preferred Shares Basic Maintenance Amount, and would at least equal the Preferred Shares Basic Maintenance Amount immediately subsequent to such redemption, the Moody's Discount Factor applicable to Moody's Eligible Assets and the Fitch Discount Factor applicable to Fitch Discount Assets shall be redeemeddetermined by reference, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums dueif applicable, accrued or payable to the Holder arising under first Exposure Period longer than the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given Exposure Period then applicable to the Holder. The Notice Trust, as described in the definition of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 Moody's Discount Factor and Fitch Discount Factor herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further 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.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed So long as no default or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existhas occurred, and no Change of Control has occurred, the Borrower Series B Notes will have be redeemable at the Company's option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together part at any time in accordance with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) Article Seven of the principal amount to Indenture. The Redemption Prices for the Series B Notes shall be redeemed, together with four million Dollars ($4,000,000) and the Company shall pay all accrued but unpaid interest thereon and interest that will accrue until as of the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderDate. The Notice Series B Notes will be subject to redemption at the option of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date")Company or a successor corporation at any time, which date shall be in whole but not in part, upon not less than five 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof and the Company shall pay accrued and unpaid interest to the redemption date if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of: (5a) business days Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (b) any jurisdiction, other than the United States, the United Kingdom or Luxembourg, from or through which payment on the Series B Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such, or any political subdivision or governmental authority thereof or therein having the power to tax, or (c) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, which becomes effective on or after the date of Issue Date, the Notice of Redemption (Company or a successor corporation is or would be required on the "Redemption Period"). A Notice of Redemption shall not be effective next succeeding Interest Payment Date to pay Additional Amounts with respect to any portion the Series B Notes, and the payment of this Note for which the Holder has a pending election to convert, or for Conversion Notices given such Additional Amounts cannot be avoided by the Holder prior use of any reasonable measures available to the Redemption Payment Date. On Company or the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holdersuccessor corporation. In the event case of any partial redemption, selection of the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Series B Notes for redemption will be null made in accordance with Article 7 of the Indenture. On and voidafter the redemption date, (ii) Borrower interest will have no further right cease to deliver another Notice accrue on Series B Notes or portions thereof called for redemption as long as the Company has deposited with the paying agent funds in satisfaction of Redemption, and (iii) Borrower’s failure may be deemed by Holder the applicable redemption price pursuant to be a non-curable Event of Defaultthe Indenture.

Optional Redemption. (ai) Provided that Subject to the Company has a number provisions of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount subparagraph (iii) of this Noteparagraph 8(a) and to any applicable Special Redemption Provisions, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock Preferred Shares may be listed or quotedredeemed from time to time, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have at the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Trust, in whole or in part, together with interest accrued thereonon any Dividend Payment Date, by paying out of funds legally available therefor, at a redemption price per share equal to the Holder a sum of money $25,000 plus an amount equal to one hundred fifty percent accumulated but unpaid dividends thereon (150%whether or not earned or declared) to (but not including) the date fixed for redemption; provided, however, that Preferred Shares may not be redeemed at the option of the Trust during the Initial Rate Period. (ii) If fewer than all of the outstanding Preferred Shares are to be redeemed pursuant to subparagraph (i) of this paragraph 8(a), the principal amount number of shares to be redeemedredeemed shall be determined by the Trustees, together with accrued but unpaid interest thereon and interest that will accrue until such shares shall be redeemed pro rata from the actual repayment date and any and all other sums due, accrued or payable Holders of Preferred Shares in proportion to the Holder arising under the Note, the Subscription Agreement or number of Preferred Shares held by such Holders. (iii) The Trust may not on any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The date give a Notice of Redemption shall specify pursuant to paragraph 8(c) of this Part I in respect of a redemption contemplated to be effected pursuant to this paragraph (a) unless on such date (1) the Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date for such Optional Redemption (the "Redemption Payment Date"), which date shall be and having a value not less than five the amount (5including any applicable premium) business days after the date due to Holders of Preferred Shares by reason of the Notice redemption of Redemption such shares on such redemption date and (2) the "Redemption Period")Discounted Value of Moody's Eligible Assets (if ▇▇▇▇▇'▇ is then rating the Preferred Shares) and Fitch Eligible Assets (if Fitch is then rating the Preferred Shares) each at least equals the Preferred Shares Basic Maintenance Amount and would at least equal the Preferred Shares Basic Maintenance Amount immediately subsequent to such redemption if such redemption were to occur on such date. A Notice of Redemption The Trust shall not be effective with respect required to any portion have available Deposit Securities as described in clause (1) of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and subparagraph (iii) Borrower’s failure may be deemed by Holder in respect of a redemption of the Preferred Shares, in whole or in part, contemplated to be a non-curable Event effected pursuant to paragraph 8(a) where such redemption is subject to the issuance of Defaultshares of any other series of preferred shares of beneficial interest of the Trust.

Optional Redemption. (a) Provided that Subject to the provisions of this Section 7(a), at any time after the Original Issuance Date, the Company has a number shall have the right to redeem all, but not less than all, of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining then outstanding principal amount of this Note, such Common Stock is listed or quoted (plus accrued but unpaid interest thereon, Make-Whole Amount, liquidated damages and is not suspended from trading) other amounts owing in respect thereof through and including the Optional Redemption Date for a cash redemption price equal to the Optional Redemption Amount on the Principal Market and such shares Optional Redemption Date (a “Optional Redemption”). The Company shall exercise its right to require an Optional Redemption under this Section 7(a) by delivering a written notice thereof by facsimile or electronic mail to all, but not less than all, of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement Holders of Notes (the “Optional Redemption Notice” and the prospectus under date the Holders of Note received such Registration Statement notice is available for referred to as the sale “Optional Redemption Notice Date”). The Company may deliver one or more Optional Redemption Notices hereunder and each such Optional Redemption Notice shall be irrevocable. Each such Optional Redemption Notice shall (x) state the date on which the Optional Redemption shall occur (the “Optional Redemption Date”) which date shall not be less than ten (10) calendar days nor more than fifteen (15) calendar days following the Optional Redemption Notice Date, (y) certify that there has been no Equity Conditions Failure solely with respect to clauses (vi), (x) or (xi) of the definition of “Equity Conditions”, and (z) state the aggregate amount of the Notes which are being redeemed in such Optional Redemption from the Holder and all Registrable Securities held of the other Holders of the Notes pursuant to this Section 7(a) and the total Optional Redemption Amount to be paid by the SubscriberCompany to the Holder in cash in such Optional Redemption pursuant to this Section 7(a). Notwithstanding anything herein to the contrary, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, (i) if no Equity Conditions Failure has occurred but an Event of Default under occurs and is continuing and/or with the Subscription Agreement passage of time and/or the giving of notice or this Note both could occur at any time prior to or on the Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect, and (B) unless the Holder waives the Equity Conditions Failure solely with respect to clauses (vi), (x) or would exist(xi) of the definition of “Equity Conditions”, the Borrower will have Optional Redemption shall be cancelled and the option of prepaying applicable Optional Redemption Notice shall be null and void, and (ii) at any time prior to the outstanding principal amount of this Note ("date the Optional Redemption"Redemption Amount is paid in full, but subject to Section 4(d), the Optional Redemption Amount may be converted, in whole or in part, together by the Holder, at its option and in its sole discretion, into Common Stock pursuant to and in accordance with interest accrued thereonthe conversion procedures set forth in Section 4 hereunder, mutatis mutandis. The portion of the Optional Redemption Amount converted by paying to the Holder a sum after the Optional Redemption Notice Date shall reduce the Optional Redemption Amount of money equal this Note to one hundred fifty percent (150%) be redeemed on the Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Optional Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify through the date for such all amounts owing thereon are due and paid in full. If the Company elects to cause an Optional Redemption (the "Redemption Payment Date"of this Note pursuant to this Section 7(a), which date shall be not less than five (5) business days after then it must simultaneously take the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective same action with respect to all of the other Notes. In the event of the Company’s redemption of any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Dateunder this Section 7(a), the Redemption Amount shall Holder’s damages would be paid in good funds uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. In Accordingly, any redemption premium due under this Section 7(a) is intended by the event parties to be, and shall be deemed, a reasonable estimate of the Borrower fails to pay Holder’s actual loss of its investment opportunity and not as a penalty. For the Redemption Amount on avoidance of doubt, the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will Company shall have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable effect an Optional Redemption if any Event of DefaultDefault has occurred and is continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Optional Redemption. (a) Provided that At any time after the Original Issue Date and before the Maturity Date, the Holder may, deliver a written notice to the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement an “Optional Redemption Notice” and the prospectus under date such Registration Statement notice is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdeemed delivered hereunder, the Borrower will have “Optional Redemption Notice Date”) of its irrevocable election to cause the option Company to redeem all of prepaying the then outstanding principal amount of this Note for cash in an amount equal to the Optional Redemption Amount on the seventh ("7th) calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such seven (7) day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption"”), . The Optional Redemption Amount is payable in whole or in part, together with interest accrued thereon, by paying to full on the Holder a sum Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of money equal to one hundred fifty percent (150%) Conversion tendered from the time of delivery of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Optional Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify through the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date all amounts owing thereon are due and paid in full. If any portion of the Notice of Redemption (the "Redemption Period"). A Notice of payment pursuant to an Optional Redemption shall not be effective with respect paid by the Company by the applicable due date, Late Fees shall accrue until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of this Note for which the Optional Redemption Amount remains unpaid after such date, the Holder has a pending election to convertmay elect, or for Conversion Notices given by the Holder prior written notice to the Redemption Payment Date. On the Redemption Payment DateCompany given at any time thereafter, the Redemption Amount 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) invalidate such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Optional Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultab initio.

Optional Redemption. In the event that a Change of Control (aas defined hereunder) Provided occurs, the holder of each Bond will have the right (but not the obligation) to require the Issuer to redeem all the Bonds it holds, as herein provided, at the Early Redemption Date and at the Early Redemption Amount. To exercise such right, the relevant Bondholder will deliver, at any time during the Early Redemption Period, to the financial intermediary where the Bonds are held, a duly completed and signed notice of exercise that shall be in conformity in substance, form and content with the Company has model in Schedule 1 (an Early Redemption Request Notice). By delivering an Early Redemption Request Notice, the Bondholder shall undertake to hold the Bonds up to the date of effective redemption of the Bonds. Payment in respect of any such Bond being the subject of the Early Redemption Request Notice shall be made by transfer to a number Euro account maintained with a bank in a city in which banks have access to the TARGET System as specified by the relevant Bondholder to the financial intermediary at which the Bonds are held. The Early Redemption Request Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Bonds being the subject of authorized but unissued shares such Early Redemption Request Notice delivered as aforesaid on the Early Redemption Date. If, as a result of Common Stock sufficient for this Condition 5.6.3, holders of the issuance Bonds submit Early Redemption Request Notices in respect of all Conversion Shares underlying at least 85 % per cent of the remaining aggregate principal amount of this Note, the Bonds outstanding at such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existtime, the Borrower will have the option Issuer may, having given a notice of prepaying the outstanding principal amount of this Note not less than 10 ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying ten) nor more than 20 (twenty) Business Days to the Holder a sum of money equal to one hundred fifty percent (150%) Bondholders in accordance with Condition 5.13, redeem all of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until Bonds then outstanding at the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "relevant Early Redemption Amount") on the day written . This notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall be irrevocable and shall specify the date fixed for redemption of the Bonds. Payment in respect of any such Optional Redemption (the "Redemption Payment Date"), which date Bond shall be not less than five (5) business days after made as specified above. For the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion purposes of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.Condition 5.6.3:

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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. The funds for such redemption may not come from a third party financing or other financing provided by the holder and may not result in the subsequent assignment of this debt.

Optional Redemption. (a) Provided From and after the Non-Call End Date, one or more Classes of the Secured Notes shall be redeemable by the Issuer at the written direction of a Majority of the Subordinated Notes (and in the case of a Refinancing, with the consent of the Collateral Manager and the Retention Provider) on any Business Day as follows: (i) the Secured Notes shall be redeemed in whole but not in part from Sale Proceeds, Contributions of Cash and/or Refinancing Proceeds and (ii) the Secured Notes may be redeemed in part by Class from Refinancing Proceeds, Contributions of cash and/or Partial Refinancing Interest Proceeds. In connection with any such redemption, the Secured Notes shall be redeemed at the applicable Redemption Prices and a Majority of Subordinated Notes must provide the above described written direction (and the Collateral Manager and Retention Provider the above described consent in the case of a Refinancing) to the Rating Agency, the Issuer and the Trustee not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made; provided that all Secured Notes must be redeemed simultaneously. (b) Upon receipt of a notice of any redemption of the Secured Notes (other than a redemption entirely out of proceeds from a Refinancing) pursuant to Section 9.1(a)(i), the Collateral Manager in its sole discretion shall direct the sale (and the manner thereof) of all or part of the Collateral Obligations and other Assets such that the Company has a number proceeds from such sale and all other funds available for such purpose in the Collection Account and the Payment Account will be at least sufficient to pay the Redemption Prices of authorized but unissued shares the Secured Notes to be redeemed and to pay all Administrative Expenses (regardless of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (Administrative Expense Cap) and is not suspended from trading) on the Principal Market Aggregate Collateral Management Fees due and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale payable under the Registration Statement Priority of Payments. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the prospectus under Payment Account would not be sufficient to redeem all Secured Notes and to pay such Registration Statement is available for fees and expenses, the Secured Notes may not be redeemed. The Collateral Manager, in its sole discretion, may effect the sale of all Registrable Securities held or any part of the Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation, merger or other arrangement. (c) The Subordinated Notes may be redeemed, for the relevant Redemption Price, on any Business Day on or after the redemption (including in connection with a Refinancing of the Secured Notes) or repayment in full of all of the Secured Notes, at the written direction of a Majority of the Subordinated Notes delivered to the Trustee and the Collateral Manager on behalf of the Issuer at least five Business Days prior to the designated Business Day on which the Subordinated Notes are to be redeemed (which direction may be given in connection with a direction to redeem the Secured Notes or at any time after the Secured Notes have been redeemed or repaid in full). (d) In addition to (or in lieu of) a sale of Collateral Obligations and/or Eligible Investments in the manner provided in Section 9.2(b), the Secured Notes may be redeemed on any Business Day in whole from Refinancing Proceeds, Contributions of Cash and/or Sale Proceeds or in part by Class from Refinancing Proceeds, Contributions of cash and/or Partial Refinancing Interest Proceeds; in each case through a Refinancing; provided that the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to the Collateral Manager, the Retention Provider and a Majority of the Subordinated Notes and such Refinancing otherwise satisfies the conditions described below. (e) In the case of a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.1(a)(i), such Refinancing will be effective only if (i) the Refinancing Proceeds, all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the SubscriberIssuer, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations Collateral Manager on behalf of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event the Issuer) portion of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(J), all Sale Proceeds, if any, from the sale of Collateral Obligations and Eligible Investments in whole or in partaccordance with the procedures set forth herein, together with interest accrued thereon, by paying Contributions of Cash and all other available funds will be at least sufficient to redeem simultaneously the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount Secured Notes then required to be redeemed, together in whole but not in part at the Redemption Price (subject to any election to receive less than 100% of Redemption Price as noted below), and to pay all accrued and unpaid Administrative Expenses (regardless of the Administrative Expense Cap), including, without limitation, the reasonable fees, costs, charges and expenses incurred by the Trustee and the Collateral Administrator (including reasonable attorneys’ fees and expenses) in connection with accrued but unpaid interest thereon such Refinancing, (ii) the Refinancing Proceeds, all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and interest as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that is otherwise payable pursuant to Section 11.1(a)(i)(J), all Sale Proceeds, if any, Contributions of Cash and other available funds are used (to the extent necessary) to make such redemption, (iii) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(b) and Section 2.7(i) and (iv) the Collateral Manager and the Retention Provider each consents to such Refinancing. (f) In the case of a Refinancing upon a redemption of the Secured Notes in part by Class pursuant to Section 9.1(a)(ii), such Refinancing will accrue until be effective only if: (i) the actual repayment date Issuer has provided notice thereof to the Rating Agency, (ii) the Refinancing Proceeds, the Partial Refinancing Interest Proceeds, Contributions of cash and all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(J) will be at least sufficient to pay in full the aggregate Redemption Prices of the entire Class or Classes of Secured Notes subject to Refinancing, (iii) the Refinancing Proceeds, the Partial Refinancing Interest Proceeds, Contributions of cash and all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that is otherwise payable pursuant to Section 11.1(a)(i)(J) are used (to the extent necessary) to make such redemption, (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in this Indenture, (v) the aggregate principal amount of any obligations providing the Refinancing is not less than the aggregate principal amount of the Secured Notes being redeemed with the proceeds of such obligations plus, if so directed by a Majority of the Subordinated Notes, an amount equal to the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing; (vi) the stated maturity of each class of obligations providing the Refinancing is no earlier than the corresponding Stated Maturity of each Class of Secured Notes being refinanced, (vii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from the Refinancing Proceeds (except for expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses payable in accordance with the Indenture; provided that any such fees and expenses due to the Trustee and determined by the Collateral Manager to be paid in accordance with the Priority of Payments shall not be subject to the Administrative Expense Cap), (viii) the obligations providing the Refinancing are subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of Payments than the Class of Secured Notes being refinanced, (ix) the voting rights, consent rights, redemption rights and all other sums duerights of the obligations providing the Refinancing are the same as the rights of the corresponding Class of Secured Notes being refinanced (except that, accrued at the Issuer’s election, the earliest date, if any, on which the obligations providing the Refinancing may be redeemed at the option of the Issuer may be different than the earliest date on which the Secured Notes redeemed in connection with such Refinancing were subject to redemption at the option of the Issuer), (x) each of the Collateral Manager and the Retention Provider consents to such Refinancing, (xi) the Issuer has received written advice from Dechert LLP or payable an opinion of counsel of nationally recognized standing that (A) such Refinancing will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B) such Refinancing will not result in the Issuer being subject to U.S. federal income tax on a net basis, (xii) if the maximum principal balance of any Priority Class that is senior to a Class of Secured Notes that is not included in such Refinancing is increased in connection with such Refinancing and the Rating Agency is not providing a rating with respect to such Priority Class, the Rating Agency Condition is satisfied, (xiii) the Issuer (or the Collateral Manager on behalf of the Issuer) has provided an officer’s certificate to the Holder arising under Trustee certifying that the Noteconditions to such refinancing have been satisfied, (xiv) the Borrowing Base Condition is satisfied after giving effect to such Refinancing and (xv) the periodic yield payable on the obligations providing the Refinancing (inclusive of any margins and fees, and amounts payable in cash or in kind) is not greater than the periodic yield payable on the Secured Notes being redeemed with the proceeds of such obligations. (g) The Holders of the Subordinated Notes will not have any cause of action against any of the Issuer, the Subscription Agreement Collateral Manager, the Collateral Administrator or the Trustee for any Transaction Document failure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specified above as certified by the Collateral Manager, the Issuer and the Trustee (at the "Redemption Amount"direction of the Issuer) on the day written notice of redemption (the "Notice of Redemption") is given shall amend this Indenture to the Holderextent necessary to reflect the terms of the Refinancing and no further consent for such amendments shall be required from the Holders of Notes other than a Majority of the Subordinated Notes directing the redemption. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption Trustee shall not be effective with respect obligated to enter into any portion amendment that, in its view, adversely affects its duties, obligations, liabilities or protections hereunder, and the Trustee shall be entitled to conclusively rely upon an Opinion of Counsel as to matters of law (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment and the Refinancing meets the requirements specified above and is permitted under this Note for which Indenture (except that such officer or counsel shall have no obligation to certify or opine as to the Holder has a pending election to convertsufficiency of the Refinancing Proceeds, or for Conversion Notices given by the Holder sufficiency of the Accountants’ Report). (h) In the event of any redemption pursuant to this Section 9.1, the Issuer shall, at least 4 Business Days (in the case of an Optional Redemption of the Secured Notes) (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) or 5 Business Days (in the case of an Optional Redemption of the Subordinated Notes) (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Redemption Payment Date. On , notify the Trustee in writing of such Redemption Payment Date, the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Amount Date and the applicable Redemption Prices (which Redemption Price shall be the Redemption Price to be paid in good funds the event no Redemption Distribution Date occurs and which may be decreased as a result of payments on Redemption Distribution Dates to the Holder. In extent that such payment reduces the event the Borrower fails to pay the Redemption Amount amount of interest that accrues on the Redemption Payment Date as set forth herein, then Secured Notes). (i) In connection with any Optional Redemption of the Secured Notes in whole, Holders of 100% of the Aggregate Outstanding Amount of the Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of the Secured Notes. (j) In connection with an Optional Redemption of all Classes of Secured Notes, a Majority of the Subordinated Notes may direct the Issuer (who shall give written notice to the Trustee, KBRA and the Holders of the Secured Notes no less than 4 Business Days prior to such Notice date) to distribute amounts on deposit in the Collection Account to pay a portion of the Redemption will Price pursuant to the Priority of Payments on one or more Business Days prior to the Redemption Date (any such date a “Redemption Distribution Date”). The Collateral Manager may elect to distribute Interest Proceeds, Principal Proceeds or both on such Redemption Distribution Date pursuant to the applicable Priority of Payments. To the extent the Collateral Manager does not elect to distribute amounts pursuant to Section 11.1(a)(i), holders of Notes shall not be null entitled to receive any amounts on account of accrued and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultunpaid interest on such date.

Optional Redemption. (a) Provided that If the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Notehas, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicablenext Interest Payment Date would, such Common Stock is registered for resale under become obligated to pay to the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberHolders Additional Amounts that are, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations aggregate, more than a de minimis amount, as a result of any trading market change or amendment on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice Offering Circular or, in the case of a Successor Company, after the date such Successor Company assumes all of the Company’s obligations under the Notes and this Indenture, in the laws or any rules or regulations of a Relevant Taxing Jurisdiction or any change on or after the date of the Offering Circular or, in the case of a Successor Company, after the date such Successor Company assumes all of the Company’s obligations under the Notes and this Indenture, in an interpretation, administration or application of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such Relevant Taxing Jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (a “Change in Tax Law”), the Company may at its option, redeem all but not part of the Notes (an “Optional Redemption”) (except in respect of Holders that elect otherwise as described in clause (b) and clause (c) below) at the Redemption Price, including, for the avoidance of doubt, any Additional Amounts with respect to such Redemption Price; provided that the Company may only redeem the Notes if (x) it cannot avoid these obligations by taking commercially reasonable measures available to it and (y) the "Company delivers to the Trustee an Opinion of Counsel from outside counsel of recognized standing in the Relevant Taxing Jurisdiction and a Officers’ Certificate attesting to such Change in Tax Law and obligation to pay such Additional Amounts. (b) Upon receiving a Redemption Period"). A Notice of Redemption Notice, each Holder will have the right to elect not to have its Notes redeemed pursuant to clause (c) below, in which case the Company shall not be effective obligated to pay any Additional Amounts on any payment with respect to any portion such Notes solely as a result of this Note for which such Change in Tax Law that resulted in the Holder has obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a pending election to convertFundamental Change, on the Maturity Date or for Conversion Notices given by the Holder prior to otherwise, and whether in cash, Class A Shares, Reference Property or otherwise) after the Redemption Payment Date. On Date (or, if the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount Price on the Redemption Payment Date Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes to the extent required by law to be deducted or withheld as a result solely of such Change in Tax Law; provided that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes in connection with the Company’s election to redeem the Notes pursuant to this Section 16.01 as described in Section 14.01(b)(v), the Company shall be obligated to pay Additional Amounts, if any, with respect to such conversion. (c) A Holder electing not to have its Notes redeemed must deliver to the Paying Agent a written notice of election (a “No Redemption Notice”) so as to be received by the Paying Agent prior to the close of business on the Business Day immediately preceding the Redemption Date; provided that a Holder that complies with the requirements for conversion of its Notes as described in Article 14 will be deemed to have delivered a No Redemption Notice. A Holder may withdraw any No Redemption Notice (other than a No Redemption Notice that was deemed delivered as set forth hereinin the immediately preceding sentence) by delivering to the Paying Agent a written notice withdrawing such No Redemption Notice prior to the close of business on the Business Day immediately preceding the Redemption Date (or, then if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price). If, in respect of any Holder, such Holder does not deliver a No Redemption Notice (i) and is not deemed to have delivered a No Redemption Notice), such Notice of Redemption will be null and void, (ii) Borrower Holder will have its Notes redeemed without any further action. (d) Except as described in this Section 16.01, the Company may not redeem the Notes prior to the Maturity Date. In addition, no further 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“sinking fund” is provided for the Notes.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.

Optional Redemption. (aA) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common The Series A Convertible Preferred Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")redeemed for cash, in whole or in part, together at the option of the Corporation, at any time after the Purchase Agreement has been terminated pursuant to Section 5.4.3 thereof so long as at the time that the redemption thereof is scheduled to occur in accordance with interest accrued thereonthis Section 7, by paying no legal proceedings shall be pending pursuant to which the Purchasers (or any one of them) has challenged such termination, at a redemption price equal to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemedOriginal Purchase Price per share, together with plus any dividends accrued but unpaid interest thereon and interest (whether or not declared) (the “Redemption Price”). (B) Not less than ten (10) days nor more than thirty (30) days prior to the date on which the Series A Convertible Preferred Stock is to be redeemed (the “Redemption Date”), the Corporation shall mail written notice (a “Redemption Notice”), postage prepaid, to each holder of record of Series A Convertible Preferred Stock at the holder’s post office address last shown on the records of the Corporation. Each Redemption Notice shall state: (i) the number of outstanding shares of Series Convertible A Preferred Stock to be redeemed on such Redemption Date; (ii) the number of shares of the Series A Convertible Preferred Stock held by the holder which the Corporation shall redeem on such Redemption Date in accordance with the provisions hereof; (iii) that will accrue until the actual repayment shares of Series A Convertible Preferred Stock, as applicable, to be redeemed by the Corporation shall be redeemed on such Redemption Date, which shall be specified as a calendar date and any shall be a business day; and (iv) the time and all other sums duemanner in, accrued and place at, which the holder is to surrender to the Corporation the certificate or certificates representing the shares of Series A Convertible Preferred Stock to be redeemed on the Redemption Date. (C) On or before each Redemption Date, each holder of Series A Convertible Preferred Stock to be redeemed pursuant to this Section 7 shall surrender to the Corporation the certificate or certificates representing the shares to be redeemed on such Redemption Date, in the manner and at the place designated in the Redemption Notice, and upon each such Redemption Date the Redemption Price for such shares shall be payable to the Holder arising under order of the Noteperson whose name appears on such certificate or certificates as the owner thereof, or to such payee as such owner may designate in writing to the Corporation prior to each such Redemption Date, and each surrendered certificate shall be canceled and retired. If the applicable redemption is for less than all of the shares of Series A Preferred Stock represented by the certificate or certificates, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given Corporation shall issue and deliver to the Holder. The Notice of Redemption shall specify holder a new certificate representing the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date balance of the Notice shares of Redemption (the "Redemption Period"). Series A Notice of Redemption shall Preferred Stock not be effective with respect subject to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultredemption.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series of Notes, the Issuer has the right, but not the obligation, to redeem a number Series of authorized Notes in whole but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted not in part on any Payment Date (and is not suspended from tradinga “Redemption Payment Date”) on or after the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series is reduced to less than the Subscription Agreement or percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series of Notes pursuant to this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Section 13.1(a), in whole or in part, together with interest accrued thereon, by paying it will cause the Issuer to notify the Holder a sum Holders of money equal to one hundred fifty percent such redemption at least ten (150%10) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, payments on such Series of Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Holders of such Series 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, plus all accrued and unpaid interest, 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 Holder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Holder thereof shall submit such Class of Note to the Indenture Trustee for cancellation. (c) The Notes of any Series of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, 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, through (i) a Permitted Refinancing, (ii) the use of proceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request. Following issuance of the Redemption Amount Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be paid in good funds required to purchase the Holder. In entire aggregate Note Balance of such Series of Term Notes for the event the Borrower fails to pay the applicable Redemption Amount on the date set for such redemption (the “Redemption Payment Date as set forth herein, then Date”). (d) Issuer may redeem any Series of Notes through (i) such Notice of Redemption will be null and voida Permitted Refinancing, (ii) Borrower will have no further right to deliver another Notice the use of Redemptionproceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, and or (iii) Borrower’s failure may be deemed by Holder to be the use of proceeds received following a non-curable Event of DefaultVFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement.

Optional Redemption. (a) Provided that At any time during the Optional --------------------- Redemption Period, the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option right to redeem at any one time all or from time to time any part of prepaying the outstanding principal amount of this Note at the Optional Redemption Price pursuant to this Section 1.2 on any Optional Redemption Date, so long as the following conditions are met: ("1) during a period of 20 consecutive Trading Days ending not more than three Trading Days prior to the date the Company gives a particular Optional Redemption")Redemption Notice, (A) on each such Trading Day the Market Price of the Common Stock shall be at least 200 percent of the Conversion Price in effect on such Trading Day; and (B) the Average Daily Trading Volume Threshold is met; (2) on the date an Optional Redemption Notice is given and at all times to and including the applicable Optional Redemption Date, in whole no Event of Default and no event which, with notice or in partpassage of time, together with interest accrued thereonor both, by paying would become an Event of Default has occurred and is continuing (unless the requirements of this clause (2) will be satisfied immediately after the redemption of this Note on the applicable Optional Redemption Date and the Company shall furnish Company Certificates to the Holder to such effect on the date the applicable Optional Redemption Notice is given to the Holder and on the applicable Optional Redemption Date), (3) on the date an Optional Redemption Notice is given and at all times to and including the applicable Optional Redemption Date, no Repurchase Event has occurred with respect to which the Holder has the right to exercise repurchase rights pursuant to Sections 4.1 and 4.2 with respect to which the Holder has exercised such repurchase rights and the Repurchase Price has not been paid to the Holder and no event which, with notice or passage of time, or both, would become a sum Repurchase Event has occurred and is continuing, and (4) on the date the Optional Redemption Notice is given and at all times thereafter to and including the applicable Optional Redemption Date, the Registration Statement shall be effective and available for use by the Holder and the holders of money equal the Warrants for the resale of the shares of Common Stock issued and issuable upon conversion of this Note and issued or issuable upon exercise of the Warrants, as the case may be, and is reasonably expected to one hundred fifty percent remain effective and available for such use for at least 30 days after the applicable Optional Redemption Date; and (150%5) on the date an Optional Redemption Notice is given, the Company has funds available to pay the Optional Redemption Price. In order to exercise its right of redemption under this Section 1.2, the Company shall give an Optional Redemption Notice to the Holder not less than 30 Trading Days or more than 40 Trading Days prior to the Optional Redemption Date stating that: (1) the Company is exercising its right to redeem a specified portion (which may be all, if so specified by the Company) of this Note in accordance with this Section 1.2, (2) the principal amount of this Note to be redeemed, together with accrued but unpaid interest thereon (3) the Optional Redemption Price, (4) the Optional Redemption Date and interest that will accrue until all of the actual repayment conditions of this Section 1.2 entitling the Company to call this Note for redemption have been met. On the applicable Optional Redemption Date (or such later date and any and all other sums due, accrued or payable as the Holder surrenders this Note to the Company) the Company shall pay to or upon the order of the Holder, by wire transfer of immediately available funds to such account as shall be specified for such purpose by the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given at least one Business Day prior to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (Date, an amount equal to the "Optional Redemption Payment Date"), which date shall be not less than five (5) business days after the date Price of the Notice of Redemption portion (the "Redemption Period"). A Notice of Redemption shall not which may be effective with respect to any portion all) of this Note for which to be redeemed. In each such case the Holder has a pending election aggregate principal amount of this Note to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount be so redeemed shall be paid in good funds to at least $1,000,000.00 or such lesser aggregate principal amount of this Note as shall remain outstanding at the Holder. In the event the Borrower fails to pay the time an Optional 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultis given.

Optional Redemption. Commencing six (a6) Provided that months after the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount original Issue Date of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred and fifty percent (150%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below (the "“Redemption Amount") on the day written ”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice of redemption in writing (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five fifteen (515) business days 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. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount or interest for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a number Series or Class of authorized Notes in whole but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted not in part on any Payment Date (and is not suspended from tradinga “Redemption Payment Date”) on or after the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series or Class is reduced to less than the Subscription Agreement percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Section 13.1(a), in whole or in part, together with interest accrued thereon, by paying it will cause the Issuer to notify the Holder a sum Indenture Trustee and the Noteholders of money equal to one hundred fifty percent such redemption at least ten (150%10) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, 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, 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 a Permitted Refinancing or using the proceeds of issuance and sale of a new Series of Notes issued hereunder, on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within 10 days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon 10 days’ prior notice to the Indenture Trustee and the Noteholders. Following issuance of the Redemption Amount Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be paid in good funds required to purchase the Holder. In the event the Borrower fails to pay entire aggregate Note Balance of such Series or Class of Term Notes for the Redemption Amount on the date set for such redemption (the “Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultDate”).

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the redeeming any outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, ) by paying to the Holder Purchaser a sum of money equal to one hundred fifty percent (150%) 110% of the such principal amount to being redeemed (this number shall be redeemed100% after 210 days from the date hereof), together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Purchaser arising under the Notethis Agreement, the Subscription Agreement Note or any Transaction Document other document delivered herewith (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of Redemption") is given delivered to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption a Purchaser (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall may not be effective given in connection with respect to any portion of this Note for which the Holder a Notice of Conversion has a pending election to convert, or for Conversion Notices been given by the Holder prior Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. 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 Payment DateAmount. On the Redemption Payment Date, the The Redemption Amount shall must be paid in good funds to the HolderPurchaser no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Borrower Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date, then the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void. A Notice of Redemption may be given by the Company, provided (i) no Event of Default as described in the Note shall have occurred or be continuing; and (ii) Borrower will have no further right to deliver another Notice the Note Shares issuable upon conversion of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be the full outstanding Note principal are included for unrestricted resale in a non-curable Event registration statement effective as of Default.the Redemption Date

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying to redeem the outstanding principal amount of Notes pursuant to this Note ("Optional Redemption")Section 2.9 at any time, in whole or in part, together with interest accrued thereonupon 30 days’ prior written notice, by paying to the Holder at a sum of money redemption price in cash equal to one hundred fifty percent (150%) 102% of the principal amount of the Notes (the “Redemption Price”) to be redeemedredeemed together with accrued and unpaid interest, if any, on the principal amount of the Notes redeemed to the date of redemption. (b) At least 30 days before a Redemption Date, the Company shall deliver a notice of redemption to each Holder of Notes to be redeemed at such Holder’s address on the Company’s books. The notice shall identify the Notes to be redeemed and shall state: (1) the Redemption Date; (2) the Redemption Price; (3) that Notes called for redemption must be presented and surrendered to the Company to collect the Redemption Price; (4) that Holders who wish to convert Notes pursuant to Section 3.2 or Section 4.1 must surrender Notes for conversion no later than the close of business on the Business Day immediately preceding the Redemption Date and must satisfy the other requirements set forth in Paragraph 7 of the Notes; (5) that, unless the Company defaults in making the payment of the Redemption Price, interest on Notes called for redemption shall cease accruing on and after the Redemption Date and the only remaining right of the Holder shall be to receive payment of the Redemption Price plus accrued interest, if any, up to but not including the Redemption Date, upon presentation and surrender of the Notes by the Holders to the Company; and (6) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, upon presentation and surrender of such Note, a new Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued. (c) Once notice of redemption is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice, together with accrued but and unpaid interest thereon interest, if any, except for Notes that are converted in accordance with the provisions of Section 3.2 or Section 4.1. Upon presentation and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable surrender to the Holder arising under the NoteCompany, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of Notes called for redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay at the Redemption Amount on Price, plus accrued interest up to but not including the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultDate.

Optional Redemption. The Preferred Stock shall not be redeemable except as set forth below. (a) Provided that At any time following the Company has a number Exchange Cutoff Date, the Corporation may at its option redeem all or any portion of authorized but unissued the shares of Common Stock sufficient the Preferred Stock, in accordance with this Section 5.05 (a “Redemption”), at a price per share equal to the Redemption Price, as of the date selected by the Corporation for the issuance closing of all Conversion Shares underlying the remaining principal amount of this Noteredemption (an “Optional Redemption Date”). (b) If the Corporation elects to effect a Redemption, such Common Stock is listed or quoted at least ten (and is 10) days but not suspended from tradingmore than sixty (60) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately days before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existan Optional Redemption Date, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder Corporation shall deliver a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "“Optional Redemption Period")Notice”) to the Preferred Holders. A The Optional Redemption Notice shall state: (i) the Optional Redemption Date, (ii) the total number of shares of Preferred Stock being redeemed on the Optional Redemption Date, (iii) the number of shares of Preferred Stock held by such Preferred Holder that the Corporation intends to redeem on the Optional Redemption Date, and (iv) the Redemption Price payable in respect of each share of Preferred Stock that will be redeemed on the Optional Redemption Date. (c) At or prior to any Optional Redemption Date, each Preferred Holder holding Preferred Stock called for Redemption shall not deliver to the Corporation (i) for cancellation all certificates, if any, representing any shares of Preferred Stock to be effective redeemed (with any such certificates being duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Corporation duly executed by the holder thereof or its attorney duly authorized in writing); provided, however, that if any such certificate issued by the Corporation is alleged to have been lost, stolen or destroyed, an affidavit of the owner of such certificate, setting forth such allegation, shall be delivered instead, (ii) a certificate in form and substance reasonably acceptable to the Corporation and duly executed by the Preferred Holder, containing customary, fundamental representations and warranties from such Preferred Holder given as of the Optional Redemption Date, regarding its due organization, title to the shares of Preferred Stock being redeemed (and that the shares of Preferred Stock being redeemed are free and clear of any liens and encumbrances), its authority and capacity to effect the Redemption, and the absence of any conflict under law or its organizational documents or any contract that would prevent or delay the Redemption and (iii) such other customary documents, instruments and/or certificates as the Corporation may reasonably request. At the closing of the Redemption, the Corporation shall pay to each Preferred Holder holding Preferred Stock called for Redemption, in cash and by wire transfer of immediately available funds to the account on file with the Corporation (or to such other account as is designated in writing by such Preferred Holder), an amount equal to the Redemption Price payable in respect of each share of Preferred Stock redeemed on the Optional Redemption Date. (d) The Corporation’s obligation to deliver the Redemption Price and consummate a Redemption with respect to any portion of this Note for which the Preferred Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to conditioned upon the Holder. In Corporation’s receipt of the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then documentation and materials contemplated by clauses (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and – (iii) Borrowerof Section 5.05(c). If the closing of a Redemption with respect to any Preferred Holder is delayed due to such Preferred Holder’s failure may to deliver such documentation and materials, then from and after the Optional Redemption Date, such Preferred Holder shall have no rights as a Preferred Holder with respect to the applicable shares of Preferred Stock subject to the Redemption, other than to receive the Redemption Price (calculated as if there had been no delay and the Preferred Stock had been redeemed on the Optional Redemption Date) promptly following delivery of such documents and materials. (e) Shares of Preferred Stock redeemed by the Corporation shall be deemed cancelled and shall not be issuable by Holder to be a non-curable Event of Defaultthe Corporation.

Optional Redemption. (a) Provided that On and after the third anniversary of the Closing Date, the Purchaser shall have the right to require the Company has a number to repay all, but not less than all, of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with Debenture and all accrued interest accrued thereon, by paying thereon prior to the Holder Maturity Date. In the event of such redemption, and in order to compensate the Purchaser for interest foregone as a sum consequence of money such redemption, this Debenture shall be redeemed by the Company in an amount in cash equal to one hundred fifty percent One Hundred Ten Percent (150110%) of the outstanding principal amount to be redeemed, together with of this Debenture plus all accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption AmountREDEMPTION AMOUNT"). (b) on If and/or when the day written Purchaser elects to have the Company redeem all of the principal amount of this Debenture pursuant to Sections (6)(a), the Purchaser shall provide notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice Company of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date")redemption by certified mail, which date shall be return receipt requested, postage prepaid, mailed not less than five thirty (530) business days after Business Days prior to the requested redemption date of the Notice of Redemption (the "Redemption PeriodREDEMPTION DATE"). A Notice of Redemption Such notice shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 state: (i) such Notice of Redemption will be null and void, the redemption date; (ii) Borrower will have no further right to deliver another Notice of Redemption, the Redemption Amount; and (iii) Borrower’s failure may any additional instructions required for payment of such amount. (c) If notice has been mailed as aforesaid, from and after the applicable date (unless default shall be made by the Company in providing for the payment of the applicable redemption price and interest accrued and unpaid thereon, if any): (i) except as otherwise provided herein, interest on the principal amount of this Debenture so called for redemption shall cease to accrue; (ii) the principal amount of this Debenture so called for redemption shall no longer be deemed by Holder to be a non-curable Event outstanding; (iii) all rights of Defaultthe Purchaser thereof as Purchaser of the principal amount of this Debenture so called for redemption shall cease (except the right to receive from the Company the applicable Redemption Amount); and (iv) upon receipt from the Company of the applicable Redemption Amount, the Debenture shall be cancelled and cease to be deemed outstanding. (d) Upon compliance with the redemption procedures set forth in this Section 6, the principal amount of this Debenture subject to such redemption shall be redeemed by the Company at the applicable Redemption Amount.

Optional Redemption. At any time and from time to time after the ------------------- earliest of (a) Provided that the sixth anniversary of the Closing Date (as defined in the Credit Agreement), (b) the date twelve months after the date on which all outstanding amounts under the Credit Agreement have been paid in full and the Commitments thereunder shall have terminated, and (c) the Closing Date of a Qualified IPO, the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")right to redeem all, in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business all, of the outstanding Warrants at the Optional Redemption Price, determined as of the day preceding the notice of redemption. Irrevocable notice of such right of redemption shall be given by the Company to all Warrantholders not more than 30 days after nor less than 15 days prior to the date scheduled for redemption, stating the date and price, including a reasonably detailed description of the method of calculation thereof, of redemption. Warrantholders may exercise Warrants until 5:00 p.m., New York City time, on the Business Day preceding the date of redemption set forth in a valid notice of redemption, at which time the Notice right to purchase shares of Class C Common Stock theretofore represented by this Warrant shall terminate, and this Warrant shall represent the right of the Holder to receive the Optional Redemption (Price from the "Redemption Period"). A Notice Company in immediately available funds upon surrender of Redemption this Warrant at the Warrant Agency; provided -------- that, in the case of an IPO Redemption, the Holder shall have the right to withdraw any election made to exercise the Warrant in anticipation of such event, and the Warrant shall be reinstated, if such Qualified IPO shall not occur on or before the specified date. If the Optional Redemption Price shall be effective with respect disputed pursuant to any portion of this Note for which Section 3.3, the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior Company shall pay to the affected Warrantholders on the redemption date the Optional Redemption Payment Date. On Price initially determined by it and shall thereafter make supplemental payment of any increase (and the Redemption Payment Date, the Redemption Amount affected Warrantholder shall be paid in good funds remit to the Holder. In Company decrease) in the event the Borrower fails to pay the Optional Redemption Amount on the Redemption Payment Date as set forth herein, then (i) Price upon resolution of such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultdispute.

Optional Redemption. (a) Provided 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 prior to December 6, 2027. On or after December 6, 2027 and prior to the 41st scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem for cash all or any portion of 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 150% of the Conversion Price then in effect for at least twenty (20) Trading Days (whether or not consecutive) during any 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 has a number may not redeem less than all of authorized but unissued shares of Common Stock sufficient the outstanding Notes for the issuance of all Conversion Shares underlying the remaining Optional Redemption unless at least $75,000,000 aggregate principal amount of this Note, such Common Stock is listed or quoted (Notes are outstanding and is not suspended from trading) on called for redemption as of the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under time the Registration Statement and Company sends the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before related Optional Redemption Notice and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum delivery of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption Notice (such limitation, a “Partial Redemption Limitation”). (b) In case the "Company exercises its Optional Redemption Payment 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, which date shall be at its written request received by the Trustee not less than five (5) business days 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 date 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 "Redemption Period"). 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 Notice of Redemption shall not 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 effective with respect to any redeemed in part only, the portion of this the principal amount thereof to be redeemed and on and after the Optional Redemption Date, upon surrender of such Note, a new Note for which in principal amount equal to the Holder has 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 pending election 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 convertmake 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, or for Conversion Notices given the Notes to be redeemed shall be selected by the Holder 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 lot, on a pro rata basis (subject to rounding to the nearest $1,000 principal amount) or by other method the Trustee considers to be fair and appropriate. No Notes may be redeemed by Optional Redemption if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Payment Date. On Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultPrice).

Optional Redemption. (a) Provided that Following the Company has a number end of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existNon-Call Period, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes shall be redeemable, in whole or but not in part, together with interest accrued thereonon any Payment Date, by paying at a price equal to the Holder a sum of money equal to one hundred fifty percent (150%) applicable Redemption Price at the direction of the principal amount Issuer by Act of the Residual Interestholder delivered to the Trustee (such redemption, an “Optional Redemption”); provided that the funds available to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date used for such Optional Redemption will be sufficient to pay the Total Redemption Price. For the avoidance of doubt, the Notes shall not be subject to an Optional Redemption during the Non- Call Period. (the "Redemption Payment Date"), which date shall be not less than five (5b) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of An Optional Redemption shall not be effective occur unless (i)(A) at least five Business Days before the scheduled Redemption Date, the Residual Interestholder shall have certified to the Trustee that the Residual Interestholder has entered into a binding agreement or agreements, with (I) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a person other than such institution) have a credit rating from the Rating Agency of at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “R-1(low)” by DBRS as long as the term of such agreement is ninety days or less and “BBB(high)” by DBRS otherwise or (II) one or more Affiliates of the Residual Interestholder to sell all or part of the Underlying Loans, not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Rating Agency Condition shall have been satisfied with respect to any portion the method of this Note for which redemption and (ii) the Holder has a pending election to convertrelated Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Collateral, Eligible Investments maturing on or for Conversion Notices given by the Holder prior to the scheduled Redemption Payment Date. On the Redemption Payment Date, all amounts in the Redemption Amount Collection Account and available Cash), shall be paid in good funds an aggregate amount, at least equal to the Holder. In the event the Borrower fails Total Redemption Price, sufficient to pay all amounts, payments, fees and expenses due and payable on such Redemption Date in accordance with the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice Priority of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultPayments.

Optional Redemption. (a) Provided that So long as no default exists or would occur under or in respect of any Senior Indebtedness, the Company has a number of authorized but unissued shares of Common Stock sufficient for Issuer at its option may at any time redeem all, or from time to time any part of, the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed without penalty or quoted (and is not suspended from trading) on premium, at a price equal to 100% of the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be so redeemed, together with accrued but and unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify such principal amount through the date for such Optional Redemption (the "Redemption Payment Date")of redemption, which date shall be not less than by giving at least five (5) business days after notice of such redemption to the Holder, specifying the date of redemption, the Notice principal amount of Redemption this Note to be redeemed, the place to surrender this Note and the redemption price. (b) In the "Redemption Period")event the Issuer shall redeem this Note or any portion hereof, the Holder hereby agrees to surrender this Note for payment of the redemption price at the times and at the place and in the manner instructed by Issuer. A Notice Upon payment of Redemption shall not be effective with respect to any the redemption price of the portion of this Note called for which redemption, interest on the principal amount of this Note so called for redemption shall cease to accrue (regardless of the failure, if any, of the Holder has a pending election to convertsurrender this Note for payment as described above), and all rights of the Holder (except the right to receive from the Issuer the redemption price) shall cease. Upon surrender in accordance with said instructions of the Issuer to the Holder of this Note (properly endorsed or assigned for Conversion Notices given transfer, if the Board of Directors of the Issuer shall so require), this Note (or portion hereof) shall be redeemed by the Holder prior Issuer at the aforesaid redemption price. In case this Note is redeemed in part, a new Note, in substantially the same form and incorporating substantially the same terms as this Note, shall be issued to the Redemption Payment Date. On Holder representing the Redemption Payment Date, the Redemption Amount shall be paid in good funds unredeemed portion of this Note without cost 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 further 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.

Optional Redemption. (a) Provided that Subject to the provisions of this Section 6, the Company has shall have the right, exercisable upon five (5) Trading Days' notice (an "Optional -------- Redemption Notice") to the Holders to redeem all or any portion of the shares of ----------------- Preferred Stock which have not previously been redeemed, at a price equal to the Optional Redemption Price (as defined below); provided, that, in order to be valid an Optional Redemption Notice must have been delivered either (1) Within three (3) Trading Days after any 90 consecutive Trading Day period during which the average Per Share Market Value was less than the Fixed Conversion Price or (ii) within one Trading Day after the Per Share Market Value for two (2) consecutive Trading Days was less than $1.60. The Company shall not be entitled to deliver an Optional Redemption Notice after the Effectiveness Date if: (i) the number of authorized but unissued shares of Common Stock sufficient at the time authorized, unissued and unreserved for all purposes is insufficient to satisfy the issuance Company's conversion obligations of all Conversion shares of Preferred Stock then outstanding, or (ii) the Underlying Shares underlying then outstanding are not registered for resale pursuant to an effective Underlying Securities Registration Statement, or (iii) the remaining principal amount of this Note, such Common Stock is not then listed for trading on the NASDAQ, on a Subsequent Market or quoted the OTC Bulletin Board. The entire Optional Redemption Price shall be paid in cash. A Holder may convert (and the Company shall honor such conversions in accordance with the terms hereof) up to 25% of its shares of Preferred Stock subject to an Optional Redemption Notice given after the Effectiveness Date, provided that the Conversion Notice for such shares is delivered within 24 hours following the receipt by such Holder of such an Optional Redemption Notice. (b) Failure by the Company to pay any portion of the Optional Redemption Price by the 6th Trading Day following the date of an Optional Redemption Notice shall result in the invalidation ab initio if the unpaid --------- portion of such optional redemption, and, notwithstanding anything herein to the contrary, the Company shall thereafter have no further rights to optionally redeem any shares of Preferred Stock. In such event, the Company shall, at the option of the Holder, either, (i) not suspended later than three (3) Trading Days from tradingreceipt of Holder's request for such election, return to the Holder all of the shares of Preferred Stock for which such Optional Redemption Price has not been paid in full (the "Unpaid Redemption Shares") or (ii) convert of all or any ------------------------ portion of the Unpaid Redemption Shares in which event the Per Share Market Value for such shares shall be the lower of the Per Share Market Value calculated on the Principal date the Optional Redemption Price was originally due and the Per Share Market and Value as of the Holder's written demand for conversion. If the Holder elects option (ii) above, the Company shall within three (3) Trading Days of its receipt of such election deliver to the Holder the shares of Common Stock are approved for listing on such Principal Market issuable upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) conversion of the principal amount Unpaid Redemption Shares subject to be redeemed, together with accrued but unpaid interest thereon such Holder conversion demand and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective otherwise perform its obligations hereunder with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthereto.

Optional Redemption. (a) Provided that So long as the Company maturity of the New Notes has not been accelerated as a number result of authorized but unissued shares an Event of Common Stock sufficient for Default, the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted New Notes: (and is not suspended from tradingi) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed redeemed in whole or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have in part at the option of prepaying the outstanding principal Issuers at any time, and (ii) may be redeemed by the Issuers in whole or in part at the option of the Issuers to the extent of funds available therefor (provided that, if Garnet elects to exercise the Diamond Purchase Option or Diamond Retirement Option and EPED Holding elects to exercise the Topaz Purchase Option or Topaz Retirement Option, the New Notes may be redeemed by the Issuers pursuant to clause (C) below in whole and not in part), if any one or more of the following occurs: (A) the Class B Shareholder causes funds to be irrevocably deposited with the New Indenture Trustee to be used to cause an Optional Redemption, (B) the Class A Shareholder causes funds to be irrevocably deposited with the New Indenture Trustee to be used to cause an Optional Redemption, or (C) the Indenture Trustee distributes funds to be irrevocably deposited with the New Indenture Trustee to be used to cause an Optional Redemption. In each case described in clause (ii), the Issuers shall exercise their option and redeem the New Notes to the extent of the amounts deposited with the New Indenture Trustee (subject to Section 14.01(c)), unless the Class A Shareholder shall have elected to cause the funds so deposited to be invested in eligible Financial Investments having maturities that coincide with required payments on the New Notes; provided that, if the funds so deposited are not sufficient to purchase Financial Investments the payments on which are sufficient to cover the required payments on the New Notes, the Class A Shareholder shall be entitled to make the election described in this Section 14.01(a) only if it deposits or causes to be deposited with the New Indenture Trustee the amounts necessary such that the total amount deposited with the New Indenture Trustee and invested in such eligible Financial Investments are sufficient to purchase Financial Investments the payments on which are sufficient to cover the required payments on the New Notes; provided, further, that, if the Class A Shareholder makes such election, none of the Class B Shareholder, the Issuers, the New Indenture Trustee or the Indenture Trustee shall have any further obligations under this Note Section 14.01(a). (b) Any such redemption of the New Notes (an "Optional Redemption"), ) may be made in whole or in partpart (or in whole but not in part if Garnet elects to exercise the Diamond Purchase Option or Diamond Retirement Option and EPED Holding elects to exercise the Topaz Purchase Option or Topaz Retirement Option) in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof on any Business Day specified in the applicable Notice of Optional Redemption; provided that, together with interest accrued thereonin the case of an Optional Redemption pursuant to Section 14.01(a)(ii)(C) arising from Garnet electing to exercise the Diamond Purchase Option or Diamond Retirement Option and EPED Holding electing to exercise the Topaz Purchase Option or Topaz Retirement Option, by paying such date shall be the Retirement Date or Purchase Date, as applicable, set forth in each Retirement Notice or Purchase Option Notice, as applicable, delivered to the Holder a sum Indenture Trustee pursuant to the Topaz LLC Agreement and the Diamond LLC Agreement (any such date, the "Optional Redemption Date") at the Optional Redemption Price. (c) Any Optional Redemption pursuant to Section 14.01(a) shall occur at such time as (i) the New Indenture Trustee shall have received written notice from Investor specifying that the amounts deposited into the New Notes Account are to be used to cause an Optional Redemption, (ii) the aggregate amount of money funds irrevocably deposited with the New Indenture Trustee is sufficient to effect such redemption and (iii) appropriate notice is given in accordance with Section 14.02. (d) [Reserved]. (e) The "Optional Redemption Price" for each New Note redeemed on any Optional Redemption Date will be equal to one hundred fifty percent the sum of: (150%i) of accrued and unpaid interest (including the Default Amount, if any) on the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable prepaid to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice the greater of: (a) 100% of Redemption, the Outstanding principal amount of such New Note (or the portion thereof being prepaid) and (iiib) Borrower’s failure may be deemed by Holder the sum of the present values of the remaining scheduled payments of principal (or the portion thereof being prepaid) and interest thereon (without duplication of interest paid in clause (i)) discounted to be the Optional Redemption Date on a nonsemi-curable Event annual basis (assuming a 360-day year consisting of Defaulttwelve 30-day months) at the applicable Treasury Yield plus 50 basis points.

Optional Redemption. (ai) Provided that The Corporation, at its option, may redeem, at any time or from time to time on or after January 1, 2003, out of funds legally available therefor, the Company has a number whole or any part of authorized but unissued the shares of Common the Series A Preferred Stock sufficient outstanding on the date fixed for redemption, at a redemption price per share in the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (the Original Issue Price plus all accrued and is not suspended from trading) unpaid dividends on the Principal Market and such shares of Common Series A Preferred Stock are approved to the redemption date. Such redemption, if for listing on such Principal Market upon issuance if applicableless than all the outstanding shares of the Series A Preferred Stock, such Common shall be made pro rata in proportion to the number of shares of Series A Preferred Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by each holder as of the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or date of the rules or regulations Optional Redemption Notice (as defined below). (ii) At least thirty (30) but not more than sixty (60) days prior to the date fixed for any optional redemption of any trading market on which such Common Series A Preferred Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under (the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional RedemptionRedemption Date"), in whole or in partwritten notice shall be mailed by mail, together with interest accrued thereonpostage prepaid, by paying to the Holder a sum each holder of money equal to one hundred fifty percent (150%) record of the principal amount Series A Preferred Stock to be redeemed, together with accrued but unpaid interest thereon at such holder's post office address last shown on the records of the Corporation, notifying such holder of the election of the Corporation to redeem such shares, specifying the Optional Redemption Date and interest that will accrue until calling upon such holder to surrender to the actual repayment date Corporation, in the manner and any at the place designated, his certificate or certificates representing the shares to be redeemed (such notice is hereinafter referred to as the "Optional Redemption Notice"). On or after the Optional Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender his certificate or certificates representing such shares to the Corporation, in the manner and all other sums dueat the place designated in the Optional Redemption Notice, accrued or and thereupon the redemption price of such shares shall be payable to the Holder arising under order of the Note, person whose name appears on such certificate or certificates as the Subscription Agreement or any Transaction Document (owner thereof and each surrendered certificate shall be canceled. From and after the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date unless there shall be not less than five (5) business days after the date have been a default in payment of the Notice redemption price, all rights of Redemption the holders of such shares to be redeemed as holders of Series A Preferred Stock (except the "Redemption Period"). A Notice right to receive the redemption price without interest upon surrender of Redemption their certificate or certificates) shall not be effective cease with respect to any portion of this Note for which the Holder has a pending election to convertsuch shares, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount and such shares shall not thereafter be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount transferred on the Redemption Payment Date as set forth herein, then (i) such Notice books of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may the Corporation or be deemed by Holder to be a non-curable Event of Defaultoutstanding for any purpose whatsoever.

Optional Redemption. If, as of the last day of any Collection Period, the Pool Balance is less than or equal to 15% of the sum of (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance aggregate Principal Balances of all Conversion Shares underlying of the remaining principal amount Contracts as of this Notethe Initial Cutoff Date and (b) the sum, for each Additional Contract Cutoff Date, of the Aggregate Principal Balances of all Contracts that became Additional Contracts on such Common Stock is listed or quoted (and is not suspended Additional Contract Cutoff Date, the Depositor shall have the option to purchase from trading) the Issuer, on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicablefollowing Payment Date, such Common Stock is registered for resale under the Registration Statement Owner Trust Estate, other than the Collection Account, the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the prospectus under Reserve Account. To exercise such Registration Statement is available for option, the sale of all Registrable Securities held by Depositor shall notify in writing the SubscriberOwner Trustee, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Indenture Trustee, the Issuer and the Insurer no later than fifteen (15) days prior to the Payment Date on which such Common Stock may repurchase is to be listed or quotedeffected (the “Prepayment Date”) and shall deposit into the Collection Account on the Business Day preceding such Payment Date an amount equal to the aggregate Purchase Amount for the Contracts, and both immediately before and after giving effect theretoplus the appraised value of any other Trust Property, no Event of Default under other than the Subscription Agreement or this Note shall or would existCollection Account, the Borrower will have Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Trust, the Indenture Trustee and the Insurer; provided, however, that the Depositor shall not be permitted to exercise such option of prepaying unless the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemeddeposited in the Collection Account pursuant to this Section 5.16 plus all amounts on deposit in the Collection Account, together with the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account are at least equal to the sum of the Class A Note Balance and the Class B Note Balance plus all accrued but unpaid interest thereon (including any overdue interest) on each Class of Class A Notes plus all amounts due the Insurer under the Insurance Agreement and interest that will accrue until the actual repayment date and any and Policy plus all other sums due, accrued or payable amounts due to the Holder arising Owner Trustee, the Indenture Trustee, the Custodian, the Servicer and the Back-up Servicer under the Note, the Subscription Agreement or any Transaction Document Documents (the "“Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"Price”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount Such amount shall be paid in good funds accordance with Section 3.5(d). Such payment amount, plus, to the Holder. In extent necessary, all amounts in the event Collection Account, the Borrower fails Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account, shall be used to pay make payments in full to the Redemption Amount on Noteholders and the Redemption Payment Date as Insurer in the manner set forth herein, then (i) such Notice in Article III of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthis Agreement.

Optional Redemption. If at any time the Company determines ------------------- that within 3 months after such date of determination that the Company shall be in violation of the covenant contained in (S)6.9 (a) Provided that it may give you written notice thereof and a written request for a waiver or consent with respect to such violation. Such notice shall include a certificate signed by the chief financial officer of the Company has describing in reasonable detail the facts and circumstances giving rise to such anticipated violation. In the event that you fail to grant the Company a number waiver or consent with respect to such anticipated violation within 60 days (the "Waiver Period") after the date of authorized but unissued shares such notice, the company may, at its option and notwithstanding anything to the contrary contained in the Notes, redeem all of Common Stock sufficient for the issuance of all Conversion Shares underlying Notes or the remaining principal amount Public Notes, subject to the term of this Note(S)6.9, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities then held by you at the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Redemption Price plus interest accrued on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole the Notes or in part, together with interest accrued thereon, by paying the Public Notes to the Holder a sum date of money equal redemption. The Company shall give you written notice of such election to one hundred fifty percent so redeem the Notes or the Public Notes not later than 5 days after the earlier of (150%i) the date on which it has received written notice from you declining to grant such waiver or consent or (ii) the expiration of the principal amount to be redeemedWaiver Period, together with accrued but unpaid interest thereon and interest that will accrue until which notice shall specify (a) the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption AmountDate") on upon which the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption Company shall specify the date for redeem such Optional Redemption (the "Redemption Payment Date"), Notes or Public Notes which date shall be not less than five (5) business 15 days nor more than 45 days after the date of such notice, and (b) the Notice aggregate principal amount of the Notes or the Public Notes then held by you. On the calculation Date you shall give written notice to the Company of the amount of the Redemption (Price of the "Redemption Period"). A Notice of Redemption Notes or the Public Notes held by you, which notice shall set forth in reasonable detail the computation thereof provided, however, that your failure to make such determination shall not be effective affect -------- ------- the obligation of the Company to pay such Redemption Price when due in accordance with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior terms hereof and you shall have no liability to the Company for failure to make such determination. The Redemption Payment DatePrice set forth in such notice shall be binding on the Company absent manifest error. On the Redemption Payment Date, the Company shall redeem the unpaid principal amount of the Notes or the Public Notes held by you by payment to you of (a) the Redemption Amount Price of the Notes or the Public Notes held by you and (b) interest accrued on the aggregate outstanding principal amount of the Notes or the Public Notes held by you to the Redemption Date. Upon such payment by the Company in accordance with the provisions of this (S)6.9, you shall surrender the Notes or Public Notes held by you to the Company for cancellation. Payment of the Redemption Price shall be paid made as provided 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultS)6.1 hereof.

Optional Redemption. (a) Provided that At any time after the Original Issue Date and before the Maturity Date, the Holder may, deliver a written notice to the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement an “Optional Redemption Notice” and the prospectus under date such Registration Statement notice is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdeemed delivered hereunder, the Borrower will have “Optional Redemption Notice Date”) of its irrevocable election to cause the option Company to redeem all of prepaying the then outstanding principal amount of this Note for cash in an amount equal to the Optional Redemption Amount on the 7th calendar day following the Optional Redemption Notice Date ("such date, the “Optional Redemption Date”, such 7 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption"”), . The Optional Redemption Amount is payable in whole or in part, together with interest accrued thereon, by paying to full on the Holder a sum Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of money equal to one hundred fifty percent (150%) Conversion tendered from the time of delivery of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Optional Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify through the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date all amounts owing thereon are due and paid in full. If any portion of the Notice of Redemption (the "Redemption Period"). A Notice of payment pursuant to an Optional Redemption shall not be effective with respect paid by the Company by the applicable due date, Late Fees shall accrue until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of this Note for which the Optional Redemption Amount remains unpaid after such date, the Holder has a pending election to convertmay elect, or for Conversion Notices given by the Holder prior written notice to the Redemption Payment Date. On the Redemption Payment DateCompany given at any time thereafter, the Redemption Amount 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) invalidate such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Optional Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultab initio.

Optional Redemption. (a) Provided that All outstanding and unconverted shares of Preferred Stock after the Original Issue Date may, at the Company's option upon at least ten (10) days notice to the Purchaser, be redeemed by the Company has pursuant to this Section 6(a), from funds legally available therefor at a number price per share of Preferred Stock equal to the Conversion Price in Section 5, plus accrued dividends. Thereafter, all shares of Preferred Stock shall cease to be outstanding and shall have the status of authorized but unissued undesignated stock. The entire redemption price shall be paid in cash. (b) If any portion of the applicable redemption price under Section 6(a) shall not be paid by the Company within seven (7) calendar days after the date due, interest shall accrue thereon at the rate of 8% per annum until the 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 any portion of such redemption price remains unpaid for more than 7 calendar days after the date due, the holder of the Preferred Stock subject to such redemption may elect, by written notice to the Company given within 30 days after the date due, to either (i) demand conversion in accordance with the formula and the time frame therefor set forth in Section 5 of all of the shares of Preferred Stock for which such redemption price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Redemption Shares"), in which event the Per Share Market Price for such shares shall be the lower of the Per Share Market Price calculated on the date such redemption price was originally due and the Per Share Market Price as of the holder's written demand for conversion, or (ii) invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. If the holder elects option (i) above, the Company shall within three (3) Trading Days of its receipt of such election deliver to the holder the shares of Common Stock sufficient for issuable upon conversion of the issuance of all Conversion Unpaid Redemption Shares underlying the remaining principal amount of this Notesubject to such holder conversion demand and otherwise perform its obligations hereunder with respect thereto; or, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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, elects option (ii) Borrower will have no further right to deliver another Notice of Redemptionabove, the Company shall promptly, and in any event not later than three (iii3) Borrower’s failure may be deemed by Holder Trading Days from receipt of holder's notice of such election, return to be a non-curable Event the holder all of Defaultthe Unpaid Redemption Shares.

Optional Redemption. Sun agrees that if it has not given notice of its exercise of its right to acquire all of the shares, warrants and options subject to the Option Agreements required under Section 3.2 hereof, then at any time beginning thirty-one (a31) Provided that calendar days after HCT has provided to the Company has a number holders of authorized but unissued shares the Series B Preferred Stock and the holders of the HCT Common Stock sufficient purchased by Sun through the Tender Offer or through conversion of Series B Preferred Stock, a copy of the audited financial statements of HTC for the issuance of all Conversion Shares underlying the remaining principal amount of this Noteyear ended December 31, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part2009, together with interest accrued all notes thereon, by paying HTC may deliver a notice to such holders of Series B Preferred Stock and Common Stock (an “Optional Redemption Notice” and the Holder a sum date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of money equal its election to one hundred fifty percent redeem all (150%and not less than all) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date then outstanding Series B Preferred Stock and any and all other sums dueoutstanding Common Stock purchased by Sun through the Tender Offer or obtained through conversion of Series B Preferred Stock (an “Optional Redemption”) for an amount, accrued or payable in cash, equal to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 voidthe amount paid by Sun for the shares being redeemed, (ii) Borrower will have no further right to deliver another Notice of Redemptionaccrued but unpaid dividends on such Series B and Common Stock, and (iii) Borrower’s failure may an amount equal to simple interest at the prime rate, as published in the Wall Street Journal from time to time, on the amount paid for the shares being redeemed, from the Closing Date. The closing of the Optional Redemption shall take place within thirty (30) days of the Optional Redemption Notice Date at the office of HCT and the Optional Redemption amount is due in full on such date. Should such cash payment not be deemed tendered in full, such Optional Redemption shall be void ab initio, notwithstanding anything herein contained to the contrary. Sun will take all appropriate measures to assure that any transferee of the shares subject to the redemption right provided for herein agrees to and is bound by Holder to be a non-curable Event the provisions of Defaultthis Section 7.5.

Optional Redemption. At any time after January 1, 2025, the Company at its option shall have the right, but not the obligation, to redeem (a“Optional Redemption”) Provided early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company has provides the Holder with written notice (each, a number “Redemption Notice”) of authorized but unissued shares its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Stock sufficient for Shares was less than the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder, or (y) at any time after the tenth (10th) Trading Day after the initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption Amount. The “Redemption Amount” shall be an amount equal to the outstanding Principal Market balance being redeemed by the Company, plus the Payment Premium in respect of such Principal amount, plus all accrued and such shares of Common Stock are approved for listing unpaid interest, if any on such Principal Market upon issuance if applicableamount. After receipt of a Redemption Notice, the Holder shall have ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Common Stock is registered for resale under Redemption Notice) to elect to convert all or any portion of the Registration Statement Note. On the eleventh (11th) Trading Day after the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not converted and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and otherwise after giving effect thereto, no Event of Default under to conversions or other payments made during the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ten ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent 10) Trading Day period. 3.2 Section (150%1)(d) of the principal amount to be redeemedMay Promissory Note is hereby amended, together removed and replaced with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.following:

Optional Redemption. At any time from and after the Issuance Date and prior to the Maturity Date, so long as the Equity Conditions shall have been satisfied or waived in writing by the Holder from and including the Optional Redemption Notice Date (aas defined below) Provided that through and including the Optional Redemption Date (as defined below), the Company has a number shall have the right to redeem all or any portion of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the Amount then remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existas designated in the Optional Redemption Notice, as of the Borrower will have the option of prepaying the outstanding principal amount of this Note Optional Redemption Date (an "Optional Redemption"), . The portion of this Note subject to redemption pursuant to this Section 8 shall be redeemed by the Company in whole or in part, together with interest accrued thereon, by paying to the Holder cash at a sum of money price equal to one hundred fifty percent (150%) 110% of the principal amount to be redeemed, together with Conversion Amount being redeemed plus any accrued but and unpaid interest Interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Optional Redemption AmountPrice" and, collectively, with the Event of Default Redemption Price and the Change of Control Redemption Price, the "Redemption Prices" and, each, a "Redemption Price") on the day Optional Redemption Date (as defined below). The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of redemption the holders of Notes and the Transfer Agent (the "Optional Redemption Notice" and the date all of the holders received such notice is referred to as the "Optional Redemption Notice of RedemptionDate") is given to the Holder). The Notice of Company may deliver up to two (2) Optional Redemption shall specify the date for Notices hereunder and each such Optional Redemption Notice shall be irrevocable. The Optional Redemption Notice shall state (i) the date on which the Optional Redemption shall occur (the "Optional Redemption Payment Date"), ) which date shall be not less than five thirty (530) business days nor more than sixty (60) days after the date Optional Redemption Notice Date, and (ii) the aggregate Conversion Amount of the Notes which the Company has elected to be subject to Optional Redemption from all of the holders of the Notes pursuant to this Section 8 (and analogous provisions under the Other Notes) on the Optional Redemption Date. In order to elect an Optional Redemption, the Company shall be required to deposit, on the Optional Redemption Notice of Date, an amount equal to the aggregate Optional Redemption Price to be paid on the Optional Redemption Date (the "Escrow Funds") into (A) a client trust account with the Company's counsel with irrevocable written instructions to such counsel to remit payment of the Escrow Funds in accordance with the terms of this Section 8 to the Holder on the applicable Optional Redemption Period"). A Notice Date or (B) an escrow account satisfactory to the Holder with an escrow agent satisfactory to the Holder; provided that no part of Redemption the Escrow Funds shall not be effective come from any monies obtained by the Company from any arrangement with respect a third party insurer pursuant to which such third party insurer agrees to pay all or any portion of this Note the aggregate Optional Redemption Price due on the Optional Redemption Date in exchange for which shares of Common Stock of the Holder has a pending election to convert, or for Company. All Conversion Notices given Amounts converted by the Holder prior after the Optional Redemption Notice Date (the "Converted Redemption Amount") shall reduce the Conversion Amount of this Note required to be redeemed on the Optional Redemption Payment Date. On the Optional Redemption Payment Date, the Redemption Amount Escrow Funds shall be paid in good funds to the Holder; provided that the portion of the Escrow Funds equal to the Converted Redemption Amount, if any, shall be released to the Company. In the event the Borrower fails Redemptions made pursuant to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will this Section 8 shall be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultmade in accordance with Section 12.

Optional Redemption. Commencing six (a6) Provided that months after the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount original Issue Date of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred fifty percent (150125%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below (the "“Redemption Amount") on the day written ”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice of redemption in writing (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five thirty (530) business days 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 twenty (20) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no an Event of Default under (as defined in this Agreement and the Subscription Agreement Note) has not occurred, whether or this Note shall or would existnot such Event of Default has been cured, the Borrower Company will have the option of prepaying the outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with the interest accrued thereon, by paying to the Holder Subscriber a sum of money equal to one hundred fifty twenty percent (150120%) of the principal amount Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Subscriber arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderSubscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five ten (510) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder Subscriber has a pending election to convert, or for Conversion Notices notices given by the Holder Subscriber prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderSubscriber. In the event the Borrower Company 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 Company will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s Company's failure may be deemed by Holder Subscriber to be a non-curable Event of Default.

Optional Redemption. (a1) Provided that At any time during the Optional Redemption Period, the Company has a number shall have the right on one occasion only to redeem this Note in whole or in part as provided herein by payment of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of Optional Redemption Price pursuant to this Note, such Common Stock is listed or quoted (and is not suspended from tradingSection 2(a) on the Principal Market Optional Redemption Date, so long as the following conditions precedent are satisfied: (A) on at least 15 Trading Days in the period of 20 consecutive Trading Days ending on and such shares including a Trading Day that is not more than five Trading Days prior to the date the Company gives the Optional Redemption Notice, the VWAP of the Common Stock are approved for listing shall have been at least 200 percent of the Conversion Price in effect on such Principal Market upon issuance if applicable, such Common Stock Trading Day, (B) on the date the Optional Redemption Notice is registered for resale under given and at all times thereafter to and including the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect theretoOptional Redemption Date, no Event of Default and no event which, with notice or passage of time, or both, would become an Event of Default has occurred and is continuing (unless, by reason of such redemption, the requirements of this clause (A) will be satisfied immediately after the redemption of this Note and the Other Notes on the Optional Redemption Date and the Company shall furnish Company Certificates to the Holder to such effect on the date the Optional Redemption Notice is given to the Holder and on the Optional Redemption Date), (C) on the date the Optional Redemption Notice is given and at all times thereafter to and including the Optional Redemption Date, no Repurchase Event has occurred with respect to which the Holder has the right to exercise repurchase rights pursuant to Section 5 or with respect to which the Holder has exercised such repurchase rights and the Repurchase Price has not been paid to the Holder and no event which, with notice or passage of time, or both, would become a Repurchase Event has occurred and is continuing, (D) on the date the Optional Redemption Notice is given and at all times thereafter to and including the Optional Redemption Date, the Registration Statement shall be effective and available for use by the Holder, the holders of the Other Notes and the holders of the Warrants for the resale of the shares of Common Stock issued and issuable upon conversion of this Note and the Other Notes and issued or issuable upon exercise of the Warrants, as the case may be, and is reasonably expected to remain effective and available for such use for at least 30 days after the Optional Redemption Date, including, without limitation, the absence of any material non-public information disclosed by the Company to the Holder which has not been adequately publicly disclosed by the Company for purposes of the 1934 Act, and the Company shall be in compliance in all material respects with its obligations under the Subscription Agreement or this Note shall or would existRegistration Rights Agreement, (E) on the date the Optional Redemption Notice is given, the Borrower will Company has funds available to pay the Optional Redemption Price on the Optional Redemption Date, (F) during the period beginning five days prior to the date the Company gives such Optional Redemption Notice and ending on the applicable Optional Redemption Date the Company shall not have been engaged in discussions or negotiations concerning, or entered in to an agreement or received any bona fide written proposal for, any transaction that might result in a Fundamental Change, and the option Company shall not enter into any agreement or accept any proposal for, any transaction that might result in a Fundamental Change for a period of prepaying 30 days after the applicable Optional Redemption Date or such earlier date as the Company shall have publicly disclosed such agreement or proposal, and (G) If less than all of the outstanding principal amount of this Note ("Optional Redemption")is to be redeemed, in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until redeemed shall be at least 50 percent of the actual repayment principal amount outstanding on the date and any and all other sums due, accrued or payable the Company gives the Optional Redemption Notice. In order to exercise its right of redemption under this Section 2(a) the Company shall give the Optional Redemption Notice to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five 20 Trading Days or more than 40 Trading Days prior to the Optional Redemption Date, stating that: (1) the Company is exercising its right to redeem this Note in accordance with this Section 2(a), and (2) the principal amount of this Note to be redeemed, and (3) the amount of the Optional Redemption Price payable on the Optional Redemption Date (assuming no conversion of this Note from the date the Company gives the Optional Redemption Notice to the Optional Redemption Date), and (4) the Optional Redemption Date, and (5) business days after the date that all of the Notice conditions of this Section 2(a) entitling the Company to call this Note for redemption have been met. Time shall be of the essence in the giving of the Optional Redemption Notice. On the Optional Redemption Date (or such later date as the "Holder surrenders this Note to the Company) the Company shall pay to or upon the order of the Holder, by wire transfer of immediately available funds to such account as shall be specified for such purpose by the Holder at least one Business Day prior to the Optional Redemption Period"). A Notice of Date, an amount equal to the Optional Redemption Price. (2) The Company shall not be effective with respect entitled to give the Optional Redemption Notice or to redeem any portion of this Note for with respect to which the Holder has given a pending election Conversion Notice on or prior to convertthe date the Company gives the Optional Redemption Notice. Notwithstanding the giving of the Optional Redemption Notice, the Holder shall be entitled to convert all or any portion of this Note, in accordance with the terms of this Note, by giving a Conversion Notice at any time on or prior to the later of (1) the date which is one Trading Day prior to the Optional Redemption Date and (2) if the Company fails to pay and deliver to the Holder, or for Conversion Notices given deposit in accordance with Section 7(k), the Optional Redemption Price payable on the Optional Redemption Date on or before the Optional Redemption Date, the date on which the Company pays and delivers to the Holder, or deposits in accordance with Section 7(k), the Optional Redemption Price. The principal amount of this Note to be redeemed on the Optional Redemption Date shall be reduced from the amount thereof stated in the Optional Redemption Notice by the aggregate principal amount of this Note converted by the Holder prior on or after the date the Company gives the Optional Redemption Notice to the Holder and on or before the Business Day immediately preceding the Optional Redemption Payment Date, and the Optional Redemption Price set forth in the Optional Redemption Notice shall be adjusted to reflect such reduction resulting from any such conversions of this Note. On Any redemption of this Note pursuant to this Section 2(a) shall be applied to the installments of principal outstanding on the applicable Optional Redemption Payment Date in the inverse order of their maturity. (3) In order that the Company shall not discriminate among the Holder and the holders of the Other Notes, the Company agrees that the redemption of this Note pursuant to this Section 2(a) shall be made at the same time as a redemption by the Company of the Other Notes and that such redemption shall be made pro rata based on the principal amounts of this Note and the Other Note outstanding on the date the Company gives the Optional Redemption Notice. In order that the Company not discriminate among the Holders and the holders of the Other Notes, the Company agrees that it shall not redeem any of the Other Notes pursuant to the provisions thereof similar to this Section 2(a) (other than a mandatory redemption pursuant to provisions of the Other Notes comparable to Section 5 or as provided in Section 6.2 of the Purchase Agreement and the Other Purchase Agreements) unless the Company simultaneously redeems this Note in accordance with this Section 2(a). (A) Notwithstanding any other provision of this Note or applicable law to the contrary, in case the Company shall give the Optional Redemption Notice to the Holder, and on the date the Company gives the Optional Redemption Notice or at any time thereafter to and including the Optional Redemption Date, the Redemption Amount Holder shall be paid restricted by reason of the Restricted Ownership Percentage in good funds converting any portion of this Note that would otherwise be called for redemption pursuant to the Holder. In Optional Redemption Notice (the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein“Inconvertible Portion”), then (i) such Notice on or before the Optional Redemption Date the Company shall deposit an amount equal to the Optional Redemption Price of Redemption will be null the Inconvertible Portion with an Eligible Bank in accordance with Section 7(k) and void, (ii) Borrower will have no further right to deliver another Notice of Redemptionthe Optional Redemption Date for the Inconvertible Portion, and (iii) Borrower’s failure may shall be deemed by Holder extended to be a non-curable Event of Default.the Extended

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the The Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred fifty and fifteen percent (150115%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below (the "“Redemption Amount") on the day written ”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice of redemption in writing (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five twenty (520) business days 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, except for parts (c)(i) and (c)(ii) of the definition of Equity Conditions which will apply for purposes of this Section 6 commencing six months after the Original Issue Date. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. (ai) Provided that The Series 1998A Bonds while in the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed Weekly Mode or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock Monthly Mode are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held subject to redemption by the SubscriberIssuer, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have at the option of prepaying and upon written instructions from the outstanding Lessee, with the prior written consent of the Letter of Credit Provider, unless the Lessee has deposited with the Trustee at least 30 days prior to the date set for redemption sufficient Available Moneys to effect such redemption, in which case the consent of the Letter of Credit Provider shall not be required, in whole or in part on any Business Day, at the principal amount thereof, plus accrued interest, if any, to the redemption date, without premium. (ii) The Series 1998A Bonds while in the Semiannual Mode or the Annual Mode are subject to redemption by the Issuer, at the option of this Note and upon written instructions from the Lessee, with the prior written consent of the Letter of Credit Provider ("Optional Redemption"unless the Lessee has deposited with the Trustee sufficient Available Moneys to effect such redemption in which case the consent of the Letter of Credit Provider shall not be required), in whole or in part, together with interest accrued thereon, by paying to part on the Holder a sum first day of money equal to one hundred fifty percent (150%) of any Calculation Period at the principal amount thereof, without premium. (iii) The Series 1998A Bonds while in a Multiyear Mode will not be subject to be redeemedredemption by the Issuer at the option of and upon written instructions from the Lessee. (iv) The Series 1998B Bonds and the Series 1998C Bonds are subject to redemption by the Issuer, together with accrued but unpaid interest thereon at the option of and interest that will accrue until upon written instructions from the actual repayment date and Lessee, in whole or in part at any and all other sums duetime at the principal amount thereof, accrued or payable to the Holder arising under the Notewithout premium. In addition, while any Series 1998A Bonds are Outstanding, the Subscription Agreement or any Transaction Document (Series 1998B Bonds and the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption Series 1998C Bonds shall not be effective with respect redeemed pursuant to this paragraph without the prior written consent of the Letter of Credit Provider. (v) Any provision herein to the contrary notwithstanding, no Series 1998A Bond may be redeemed pursuant to this paragraph (a) unless sufficient Available Moneys in an amount equal to any portion of this Note for which redemption premium are available and have been irrevocably deposited with the Holder has a pending election to convert, or for Conversion Notices given by the Holder Trustee prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid mailing of any notice 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultaccordance with Section 304.

Optional Redemption. (a) Provided that the Company has a number of authorized Mtel Puerto Rico may at its option, redeem all, but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date all, of the Notice Preferred Stock for the Purchase Price at any time, (i) after December 31, 1996, in the event that as of Redemption such date the Mtel LATAM Series A Preferred Stock has not theretofore been issued or (ii) after November 30, 1997, in the "Redemption Period"). event that as of such date, the Mtel LATAM Series A Notice of Redemption Preferred Stock has been issued and the Purchaser has not made an Operating Company Investment or otherwise demonstrated to Mtel International's satisfaction that such assets shall not be effective considered "Plan Assets." (b) In the event that Mtel Puerto Rico shall redeem the Preferred Stock in accordance with respect to any portion the provisions of this Note for which the Holder has Section 3.1(a) above, a pending election to convert, or for Conversion Notices notice of such redemption shall be given by the Holder first-class mail, postage prepaid, mailed not less than 15 nor more than 30 business days prior to the Redemption Payment Date, to each holder of record of the Preferred Stock, at such holder's address as the same appears on the stock books of Mtel Puerto Rico's transfer agent. On Each such notice shall state: (i) the Redemption Payment Date; (ii) the place or places where certificates for the shares of Preferred Stock are to be surrendered for payment of the Purchase Price; (iii) that payment will be made upon presentation and surrender of such shares of Preferred Stock; (iv) that dividends on the to be redeemed shall cease to accrue following such Redemption Date; and (v) that such redemption is at the option of Mtel Puerto Rico. Notice having been mailed as aforesaid, on and after the Redemption Date, unless Mtel Puerto Rico shall be in default in providing money for the payment of the Purchase Price, (x) dividends on the Preferred Stock so called for redemption shall cease to accrue, (y) said shares shall be deemed no longer outstanding, and (z) all rights of the holders thereof as stockholders of Mtel Puerto Rico (except the right to receive from Mtel Puerto Rico the monies payable upon redemption, without interest thereon, upon surrender of the certificates evidencing such shares) shall cease. Mtel Puerto Rico's obligation to provide monies in accordance with the preceding sentence shall be deemed fulfilled if, on or before the Redemption Amount Date, Mtel Puerto Rico shall deposit with a bank or trust company having an office or agency in the Borough of Manhattan, City of New York, and having a capital and surplus of at least $500 million, the principal amount of funds necessary for such redemption, in trust for the account of the holders of the shares of Preferred Stock to be redeemed (and so as to be and continue to be available therefor), with irrevocable instructions and authority to such bank or trust company that such funds be applied to the redemption of the shares of Preferred Stock so called for redemption. Any interest accrued on such funds shall be paid to Mtel Puerto Rico from time to time. Any funds so deposited and unclaimed at the end of three years from such Redemption Date shall be released or repaid to Mtel Puerto Rico, after which, subject to any applicable laws relating to escheat or unclaimed property, the holder or holders of such shares of Preferred Stock so called for redemption shall look only to Mtel Puerto Rico for payment of the redemption price. Upon surrender in good funds to accordance with said notice of the Holder. In certificates for any such shares of Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the event Board of Directors shall so require and the Borrower fails to pay notice shall so state), such shares of Preferred Stock shall be redeemed by Mtel Puerto Rico at 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultPurchase Price.

Optional Redemption. (a) Provided that The Issuer may redeem the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this NoteNotes, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")at its option, in whole at any time or from time to time in part, together with interest accrued thereonupon notice as described in Section 5.4 of the Indenture, by paying at a redemption price equal to the Holder a sum of money equal to one hundred fifty percent (150%) portion of the principal amount to be of the Notes being redeemed, together with plus accrued and unpaid interest, if any, thereon to (but unpaid interest thereon and interest that will accrue until not including) the actual repayment date and any and all other sums due, accrued or payable Redemption Date (subject to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") right of Holders of record on the day written notice of redemption (relevant record date to receive interest due on the "Notice of Redemption") is given relevant interest payment date falling prior to or on the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), plus the Applicable Prepayment Premium (which date shall be not less than five (5) business days after the date Issuer hereby agrees is liquidated damages and compensation for the costs of making funds available hereunder), calculated as of the Notice Redemption Date on such principal amount. (b) In connection with any redemption of Redemption (Notes, any such redemption may, at the "Redemption Period")Issuer’s discretion, be subject to one or more conditions precedent, including consummation of a Change of Control or refinancing of Indebtedness. A Notice In addition, if such redemption or notice is subject to satisfaction of Redemption one or more conditions precedent, such notice shall not be effective with respect to any portion of this Note for which state that, in the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment DateIssuer’s discretion, the Redemption Amount Date may be delayed until such time as any or all such conditions shall be paid satisfied (or waived by the Issuer in good funds to the Holder. In its sole discretion), 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 Borrower fails to pay Issuer in its sole discretion) by the Redemption Amount Date, or by the Redemption Date so delayed. (c) Unless the Issuer defaults in the payment of the redemption price, interest shall cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultDate.

Optional Redemption. If prior to the Redemption Date, Company elects to optionally redeem the Convertible Preferred Shares, then at the date of optional redemption (a) Provided that the "Optional Redemption Date"), the Company has a number shall either (i) pay each Holder the Preference Amount (determined as of authorized but unissued shares the Optional Redemption Date) for such Holder, or (ii) deliver to each Holder the Parent Redemption Shares (determined as of Common Stock sufficient the Optional Redemption Date) for such Holder; provided, Company may not elect to deliver the issuance of all Conversion Parent Redemption Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from tradingtherefore must pay the Preference Amount) unless such Shares are listed on a Qualified Exchange and are freely tradable subject only to the rules and regulations of the Qualified Exchange generally applicable to stock actively traded on the Principal Market Qualified Exchange; provided further, that such Holder may reject any such payment of the Preference Amount or delivery of the Parent Redemption Shares and such shares instead elect to convert its Convertible Preferred Shares into Common Shares pursuant to Section 7 hereof. The Company shall provide five (5) Business Days prior written notice to the Holders of Common Stock are approved for listing on such Principal Market upon issuance if applicableits election pursuant to this Section 4(a)(ii) to either pay the Preference Amount or to provide the Parent Redemption Shares, such Common Stock is registered for resale under the Registration Statement and the prospectus under Holders shall have three (3) Business Days from the date it receives such Registration Statement is available for the sale notice from Company to elect to convert into Common Shares pursuant to Section 7 hereof. For purposes of all Registrable Securities held by the Subscriberclarification, such issuance would be permitted in full without violating if any Holder elects to convert to Common Shares pursuant to Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist7 hereof, the Borrower will Company shall not have the option of prepaying paying the outstanding principal amount of this Note Preference Amount or delivering Parent Redemption Shares. If either: ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying x) the Company fails to make the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, either pay the Preference Amount or for Conversion Notices given deliver the Parent Redemption Shares by the Holder fifth Business Day prior to the Optional Redemption Payment Date. On the Redemption Payment Date, or (y) the Company elects to deliver Parent Redemption Amount Shares and fails to deliver Parent Redemption Shares within two (2) Business Days after the Optional Redemption Date, then the Company shall be paid in good funds deemed to the Holder. In the event the Borrower fails have elected to pay the Preference Amount and such payment obligation of the Company shall be a senior obligation of the Company immediately due and payable in full. If the Preference Amount is payable and has not been paid in full, in addition to all other remedies, interest shall accrue thereon from the Optional Redemption Amount Date until paid in full at the rate of 15% per annum, payable immediately and compounded monthly from the Optional Redemption Date until paid in full. If the Parent Redemption Shares or the Common Shares, as the case may be, are deliverable and the Company fails to deliver the Parent Redemption Shares or the Common Shares, as the case may be, to each Holder on the Optional Redemption Payment Date as set forth hereinDate, then (in addition to all other remedies) dividends payable on the Convertible Preferred Shares shall continue to accrue and shall be payable at the Dividend Default Rate until such Parent Redemption Shares or Common Shares, as the case may be, are so delivered and the number of Parent Redemption Shares or Common Shares, as the case may be, shall increase accordingly. Notwithstanding the foregoing, the Company may not optionally redeem the Convertible Preferred Shares unless either (i) such Notice of Redemption will be null the Loans and void, the other amounts payable under the Credit Agreement have been repaid in full or (ii) Borrower will the Required Lenders (as defined in the Credit Agreement) shall have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultconsented thereto.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no an Event of Default under (as defined in this Agreement and the Subscription Agreement Note) has not occurred, whether or this Note shall or would existnot such Event of Default has been cured, the Borrower Company will have the option of prepaying the outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with the interest accrued thereon, by paying to the Holder Subscriber a sum of money equal to one hundred fifty twenty percent (150120%) of the principal amount Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Subscriber arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderSubscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five fifteen (515) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder Subscriber has a pending election to convert, or for Conversion Notices notices given by the Holder Subscriber prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderSubscriber. In the event the Borrower Company 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 Company will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s Company's failure may be deemed by Holder Subscriber to be a non-curable Event of Default.

Optional Redemption. If so specified in, and in accordance with the applicable terms and provisions of, the Pricing Supplement, this Note may be redeemed at the option of the Issuer (ai) Provided that at any time on and after an initial date specified in the Company has a number Pricing Supplement, (ii) on any Interest Payment Date on or after an initial date specified in the Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the Pricing Supplement for redemption at the option of authorized the Issuer (each such date, an “Optional Redemption Date”). IF NO OPTIONAL REDEMPTION DATE OR DATES ARE SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED PURSUANT TO SECTION 7 HEREIN IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. Unless otherwise specified in the Pricing Supplement, this Note may be redeemed on any Optional Redemption Date in whole or from time to time in part (in increments of the Minimum Denomination, as defined below) at the option of the Issuer at the Redemption Price (as defined below), together with accrued and unpaid interest (if any) hereon payable at the applicable rate or rates (if any) borne by this Note to, but unissued shares excluding, the date fixed for redemption, on notice given in accordance with the Indenture to the holder of Common Stock sufficient this Note not less than 10 business days nor more than 60 calendar days (unless otherwise specified in the Pricing Supplement) prior to the date fixed for redemption. Unless otherwise specified in the Pricing Supplement, the notice of redemption shall specify: • the date fixed for redemption; • the redemption price (or, if not then ascertainable, the manner of calculation of the redemption price); • the securities identification number(s) of the Notes to be redeemed; • the amount to be redeemed, if less than all of the outstanding series of Notes is to be redeemed; • the place of payment for the issuance of all Conversion Shares underlying Notes to be redeemed; • that interest (if any) accrued on the remaining principal amount Notes to be redeemed will be paid as specified in the notice; and • that on and after the date fixed for redemption, interest (if any) will cease to accrue on the Notes to be redeemed. So long as a depository is the record holder of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares Issuer will deliver any notice of Common Stock are approved redemption only to that depository in accordance with the Indenture. In the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the Minimum Denomination. In the event of redemption of this Note in part only, a new Note for listing on such Principal Market the unredeemed portion hereof shall be issued in the name of the registered holder hereof upon issuance if the surrender of this Note or, where applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would an appropriate notation will be permitted in full without violating Section 2.3 made on Schedule 1 attached hereto. Unless otherwise specified herein or in the rules or regulations Pricing Supplement, if less than all of any trading market on which such Common Stock may the Notes with like tenor and terms and provisions are to be listed or quotedredeemed, and both immediately before and after giving effect thereto, no Event the particular Notes to be redeemed shall be selected in accordance with the applicable procedures of Default under the Subscription Agreement or [Depository] [applicable clearing system]. If this Note shall or would exist, the Borrower will have is redeemable at the option of prepaying the outstanding Issuer, then, unless otherwise specified in the Pricing Supplement, the “Redemption Price” shall be 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest (if any) to, but excluding, the date fixed for redemption. The Security Registrar will make appropriate modifications to the entry in the Security Register for the Notes to reflect the reduction in the principal amount of this Note pursuant to a redemption in accordance with this Section. From and after any date fixed for redemption, if monies for the redemption of this Note ("Optional Redemption")or portion hereof) shall have been made available for redemption on such date, in whole this Note (or in part, together such portion hereof) shall cease to bear interest (if any) and the holder’s only right with interest accrued thereon, by paying respect to the Holder a sum of money equal this Note (or such portion hereof) shall be to one hundred fifty percent (150%) receive payment of the principal amount to be redeemedof the Note being redeemed (or, together with accrued but if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, (if any) accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of such redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultdate.

Optional Redemption. (ai) Provided that At any time on or after October 24, 2001, the Company has a may redeem all, or any portion, of the Series A Preferred Stock then outstanding, if the Sale Price (as defined below) of the Common Stock in its principal trading market is at least 130% of the then effective Conversion Price (as defined below) in effect for any 20 Trading Days out of any 40 consecutive Trading Days ending not more than five Trading Days prior to the date the notice of redemption is mailed at the redemption price per share equal to 105% of the Liquidation Preference, together with any accrued and unpaid dividends on such shares. The Company shall effect each such redemption pro rata according to the number of authorized but unissued shares of Series A Preferred Stock held by each holder thereof. (ii) For purposes of this statement of designation, the date of any redemption pursuant to subsection 4(b)(i) is hereinafter referred to as an "Optional Redemption Date." For purposes of this statement of designation, "Trading Day" means a day on which the principal national securities exchange on which the Common Stock is listed is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any national securities exchange, a day on which any New York Stock Exchange member firm is open for the transaction of business; the "Sale Price" of Common Stock sufficient for shall be the issuance reported closing price of all Conversion Shares underlying the remaining Common Stock on the principal amount of this Note, such national securities exchange on which the Common Stock is listed or quoted (and is not suspended from trading) on admitted to trading or, if the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under not listed or admitted to trading on any national securities exchange, the Registration Statement and last reported sale price of the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event on the National Association of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note Securities Dealers Automated Quotation System ("Optional RedemptionNASDAQ"), or, in whole or the case no such sale price is so reported on such day, the closing bid price quotation therefor on the NASDAQ, or, in partcase no such quotation is available, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) price determined in the good faith judgment of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice Board of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date Directors of the Notice Company (irrespective of Redemption (the "Redemption Period"accounting treatment thereof). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further 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.

Optional Redemption. (a) Provided that At any time or from time to time, the Company has may provide written notice in the form of an Optional Redemption Notice to every Holder (with a number copy to the Trustee) calling all but not part of authorized but unissued shares of Common Stock sufficient such Holder’s Notes for a cash purchase price equal to the issuance of all Conversion Shares underlying the remaining principal cash amount of this Note, such Common Stock is listed or quoted the Optional Redemption Price (and is not suspended from tradingan “Optional Redemption”). At the Company’s request in an Officer’s Certificate delivered to the Trustee at least five (5) on Business Days prior to the Principal Market and such shares requested date of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdelivery, the Borrower will have Trustee shall send the option Optional Redemption Notice to the Holders on behalf of prepaying the outstanding principal amount of this Note ("Optional Redemption")Company, which each Holder can accept in whole or in part, together with interest accrued thereon, . Any Holder accepting such offer of an Optional Redemption shall do so by paying returning to the Holder Company (with a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable copy to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount"Trustee) on the day a written notice confirming its acceptance of redemption (the "Notice such offer of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption substantially in the form of Exhibit G hereto (the "Redemption Payment Date"), which date shall be not less than five “Acceptance of Optional Redemption”) within fifteen (515) business days after Business Days of the date of the Optional Redemption. Any Holder that does not return a Notice of Acceptance of Optional Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the such Optional Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount within such fifteen (15)-Business Day period shall be paid in good funds deemed to have rejected such offer. The Redemption Date of 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 Optional Redemption will be null and voida Business Day of the Company’s choosing that is no more than thirty-five (35), nor less than twenty (ii20) Borrower will have no further right to deliver another Notice Business Days after the date the Company sends the Optional Redemption Notice. Whether or not any Holder accepts the offer of an Optional Redemption, upon the Company’s compliance with its redemption obligations to any Holders accepting an Optional Redemption or upon all Holders rejecting such offer, the Pledged Collateral shall be automatically released from the Liens created by the Pledge Agreement, and (iiiall obligations of the Collateral Agent and the Pledgor shall automatically terminate, all without delivery of any instrument or any further action by any party, and all rights to the Pledged Collateral shall revert to the Pledgor. Notwithstanding the foregoing, the Company may not effect an Optional Redemption at any time that any of the Events of Default set forth in Sections 7.01(a)(i)-(iii) Borrower’s failure may shall have occurred and be deemed by Holder to be a non-curable Event of Defaultcontinuing.

Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (a“Optional Redemption”) Provided early a portion or all amounts outstanding under this Note in cash at the Redemption Amount (as defined below) as described in this Section; provided that the Company has provides the Holder with ten (10) Business Days’ prior written notice (each, a number “Redemption Notice”) of authorized but unissued shares its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given if the VWAP of the Common Stock sufficient for Shares was less than the issuance of all Fixed Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Notes to be redeemed and the Redemption Amount. The “Redemption Amount” shall be an amount equal to the outstanding Principal Market balance being redeemed by the Company, plus the Payment Premium, if any, in respect of such Principal amount, plus all accrued and such shares of Common Stock are approved for listing unpaid Interest, if any, on such Principal Market upon issuance amount, as of the redemption date. After receipt of a Redemption Notice, the Holder shall have ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Redemption Notice) to elect to convert all or any portion of the outstanding Principal of the Notes plus all accrued and unpaid Interest, if applicableany, plus the Payment Premium, if any, in respect of such Common Stock is registered for resale under Principal. On the Registration Statement eleventh (11th) Trading Day after the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not converted and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and otherwise after giving effect thereto, no Event of Default under to conversions or other payments made during the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ten ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%10) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount 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 further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultTrading Day period.