Common use of Prepayment at Option of Company Clause in Contracts

Prepayment at Option of Company. Subject to the provisions of this Section, at any time after the two year anniversary of the Closing Date, the Company may deliver a written notice (such notice, a "Prepayment Notice") to the Investor stating its irrevocable undertaking to prepay at the Company Prepayment Amount all (but not less than all) of the outstanding principal amount of all Notes held by such Investor, together with all accrued and unpaid interest, liquidated damages and other amounts then owing thereon through the date the Prepayment Amount is paid, provided that: (i) the Closing Price of the Common Stock for each of 15 consecutive Trading Days prior to the date of the Prepayment Notice is greater than $0.60 (subject to equitable adjustment as a result of the events set forth in Section 11(a), (b) and (c)), (ii) on each date during the entire period referenced in clause (i) above and through the Prepayment Date (as defined below), the Equity Conditions Are Satisfied, (iii) there shall not exist any Default, (iv) the prepayment contemplated under this Section shall be free of all subordination rights of other Persons, (v) the Company shall not have previously defaulted on its obligation to pay the full Company Prepayment Amount due in respect of any prior Prepayment Notice, and (vi) on the Prepayment Date, none of the other Notes would remain outstanding. If the conditions for delivery of a Prepayment Notice set forth in clauses (i)-(vi) above are satisfied during the period from the date of the Prepayment Notice through and including the Prepayment Date, then the Company shall deliver to the Investor the full Company Prepayment Amount in cash on the 31st Trading Day following the date of the Prepayment Notice (the "Prepayment Date"), subject to (i) reduction for principal and interest of the Investor's Notes that shall have been converted between the date of the Prepayment Notice and the Prepayment Date, (ii) the right of the Investor to nullify such Prepayment Notice if any of such conditions shall not have been met from the date of the Prepayment Notice through the Prepayment Date or if the Company shall during such period fail to honor any Conversion Notice as contemplated in the immediately following sentence, and (iii) the operation of the automatic amendment to such Prepayment Notice in accordance with the last sentence of this Section. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Prepayment Notice through 6:30 p.m. (New York City time) on the Trading Day prior to the Prepayment Date. In addition, if any portion of the Company Prepayment Amount remains unpaid after the Prepayment Date, the Investor subject to such prepayment may elect by written notice to the Company to invalidate ab initio the Prepayment Notice with respect to the unpaid amount, notwithstanding anything herein contained to the contrary. If the Investor makes such an election, this Note shall be reinstated with respect to such unpaid amount and the Company shall no longer have any prepayment rights under this Section. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in full of the principal amount and interest then outstanding on all of the Investor's Notes, then notwithstanding anything to the contrary set forth in a Prepayment Notice, the Prepayment Notice shall be deemed automatically amended to apply only to such portion of such Investor's Notes as would permit conversion in full in compliance with Section 5(b). The Investor will promptly (and, in any event, prior to the Prepayment Date) notify the Company in writing following receipt of a Prepayment Notice if Section 5(b) would restrict its right to receive the full number of otherwise issuable Underlying Shares under such circumstances.

Prepayment at Option of Company. Subject to the ------------------------------- provisions of this Section, at any time after the two year anniversary of the Closing Effective Date, the Company may deliver a written notice (such notice, a "Prepayment Notice") to the Investor stating its irrevocable undertaking to prepay at the Company Prepayment Amount all (but not less than all) of the outstanding principal amount of all Notes held by such Investor, together with all accrued and unpaid interest, liquidated damages and other amounts then owing thereon through the date the Prepayment Amount is paid, provided thatif the: (i) the Closing Price VWAP of the Common Stock for each of 15 30 consecutive Trading Days after such first year anniversary and prior to the date of the Prepayment Notice (as defined below) in question is greater than $0.60 15.00 (subject to equitable adjustment as a result of the events set forth in Section 11(a), (b) and (c)), (ii) on each date during the entire period referenced in clause (i) above and through the Prepayment Date (as defined below), the Equity Conditions Are Satisfiedare satisfied, (iii) there shall not exist any an Event of Default or a default which, with the passage of time or notice, would result in an Event of Default, (iv) the prepayment contemplated under this Section shall be free of all subordination rights of other Persons, and (v) the Company shall not have previously defaulted on its obligation to pay the full Company Prepayment Amount due in respect of any prior Prepayment Notice, and then the Company may deliver a written notice (visuch notice, a "PREPAYMENT NOTICE") on to the Holder stating its irrevocable undertaking to prepay at the Company Prepayment Date, none Amount all (but not less than all) of the outstanding principal amount of all Debentures held by such Holder, together with all accrued and unpaid interest, liquidated damages and other Notes would remain outstandingamounts then owing thereon through the date the Company Prepayment Amount is paid. If the conditions for delivery of a prepayment pursuant to the Prepayment Notice set forth in clauses (i)-(vi) above are satisfied during the period from the date of the Prepayment Notice through and including the Prepayment Date, then the Company shall deliver to the Investor Holder the full Company Prepayment Amount in cash on the 31st Trading Day following the date of the Prepayment Notice (the "Prepayment DatePREPAYMENT DATE"), subject to (i) reduction for principal and interest of the InvestorHolder's Notes Debentures that shall have been converted between the date of the Prepayment Notice and the Prepayment Date, Date and (ii) the right of the Investor Holder to nullify such Prepayment Notice if any of such the conditions set forth in this Section to the delivery of the Prepayment Notice shall not have been met from the date of the Prepayment Notice through the Prepayment Date or if the Company shall during such period fail to honor any Conversion Notice as contemplated in the immediately following sentence, and (iii) the operation of the automatic amendment to such Prepayment Notice in accordance with the last sentence of this Section. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Prepayment Notice through 6:30 p.m. (New York City time) on the Trading Day prior to the Prepayment Date. In addition, if any portion of the Company Prepayment Amount remains unpaid after the Prepayment Date, the Investor Holder subject to such prepayment may elect by written notice to the Company to invalidate ab initio the Prepayment Notice with respect to the unpaid amount, notwithstanding anything herein contained to the contrary. If the Investor Holder makes such an election, this Note Debenture shall be reinstated with respect to such unpaid amount and the Company shall no longer have any prepayment rights under this Section. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in full of the principal amount and interest then outstanding on all of the Investor's Notes, then notwithstanding anything to the contrary set forth in a Prepayment Notice, the Prepayment Notice shall be deemed automatically amended to apply only to such portion of such Investor's Notes as would permit conversion in full in compliance with Section 5(b). The Investor will promptly (and, in any event, prior to the Prepayment Date) notify the Company in writing following receipt of a Prepayment Notice if Section 5(b) would restrict its right to receive the full number of otherwise issuable Underlying Shares under such circumstances.

Prepayment at Option of Company. Subject to The Company may prepay this Note, if following the provisions two year anniversary of this Sectionthe Closing Date, at (i) the Closing Price of the Common Stock for any time 20 Trading Days within a 30 consecutive Trading Day period (each occurring after the two year anniversary of the Closing Date) prior to the date of such Company Prepayment Notice (as defined below) is greater than 175% of the Conversion Price (subject to equitable adjustment as a result of the events set forth in Sections 11(a), (b) and (c)) and (ii) from the beginning of the time period referenced in clause (i) above through the Company may deliver Prepayment Date the Underlying Shares are registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities (as defined in the Registration Rights Agreement) held by the Investor, by delivering a written notice (such notice, a "“Company Prepayment Notice"”) to the Investor stating its irrevocable undertaking election to prepay at the Company Prepayment Amount all (but not less than all) of the outstanding principal amount of all Notes held by such Investorthis Note. Subject to the terms and conditions of this Section 13, together with all accrued and unpaid interest, liquidated damages and other amounts then owing thereon through the date Company shall (subject to the following) effect the prepayment of this Note as well as any interest due hereunder pursuant to a Company Prepayment Amount is paid, provided that: (i) Notice on the Closing Price of the Common Stock for each of 15 consecutive Trading Days prior to 30th day immediately succeeding the date of the Prepayment Notice is greater than $0.60 (subject to equitable adjustment as a result of the events set forth in Section 11(a), (b) and (c)), (ii) on each date during the entire period referenced in clause (i) above and through the Prepayment Date (as defined below), the Equity Conditions Are Satisfied, (iii) there shall not exist any Default, (iv) the prepayment contemplated under this Section shall be free of all subordination rights of other Persons, (v) the Company shall not have previously defaulted on its obligation to pay the full Company Prepayment Amount due in respect of any prior Prepayment Notice, and (vi) on the Prepayment Date, none of the other Notes would remain outstanding. If the conditions for delivery of a Prepayment Notice set forth in clauses (i)-(vi) above are satisfied during the period from the date of the Prepayment Notice through and including the Prepayment Date, then the Company shall deliver to the Investor the full Company Prepayment Amount in cash on the 31st Trading Day following the date of the Prepayment Notice (the "“Company Prepayment Date"”). Notwithstanding anything to the contrary set forth in this Note, subject to (i) reduction for principal and interest of the Investor's Notes that Investor shall have been converted between the date of the Prepayment Notice and the Prepayment Date, (ii) the right of the Investor to nullify such Company Prepayment Notice if any of such the conditions set forth in this Section 13 shall not have been met from the date of the Prepayment Notice through the Prepayment Date or if the Company shall during such period fail to honor any Conversion Notice as contemplated in the immediately following sentence, and (iii) the operation of the automatic amendment to such Prepayment Notice in accordance with the last sentence of this Sectionmet. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Company Prepayment Notice through 6:30 p.m. (New York City time) on the Trading Day prior to the Company Prepayment Date. In addition, if any portion of the Company Prepayment Amount remains unpaid after the Prepayment Date, the Investor subject to such prepayment may elect by written notice to the Company to invalidate ab initio the Prepayment Notice with respect to the unpaid amount, notwithstanding anything herein contained to the contrary. If the Investor makes such an election, this Note shall be reinstated with respect to such unpaid amount and the Company shall no longer have any prepayment rights under this Section. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in full respect of the principal amount and interest then outstanding on all of the Investor's Notesthis Note subject to a Company Prepayment Notice, then notwithstanding anything to the contrary set forth in a the Company Prepayment Notice, the Company Prepayment Notice shall be deemed automatically amended to apply only to such portion of such Investor's Notes the principal amount of this Note as would permit conversion in full in compliance with Section 5(b)) if such principal amount being prepaid were being converted by the Investor into Underlying Shares. The Investor will promptly (and, in any event, prior to the Company Prepayment Date) notify the Company in writing following receipt of a Company Prepayment Notice if Section 5(b) would restrict its right to receive the full number of otherwise issuable Underlying Shares under in respect of the principal amount of this Note being prepaid following such circumstancesCompany Prepayment Notice.

Prepayment at Option of Company. Subject to the provisions of ------------------------------- this Section, at any time after the two year anniversary of the Closing Effective Date, the Company may deliver a written notice (such notice, a "Prepayment Notice") to the Investor stating its irrevocable undertaking to prepay at the Company Prepayment Amount all (but not less than all) of the outstanding principal amount of all Notes held by such Investor, together with all accrued and unpaid interest, liquidated damages and other amounts then owing thereon through the date the Prepayment Amount is paid, provided thatif the: (i) the Closing Price VWAP of the Common Stock for each of 15 30 consecutive Trading Days and prior to the date of the Prepayment Notice (as defined below) in question is greater than $0.60 12.50 (subject to equitable adjustment as a result of the events set forth in Section 11(a), (b) and (c)), (ii) on each date during the entire period referenced in clause (i) above and through the Prepayment Date (as defined below), the Equity Conditions Are Satisfiedare satisfied, (iii) there shall not exist any an Event of Default or a default which, with the passage of time or notice, would result in an Event of Default, (iv) the prepayment contemplated under this Section shall be free of all subordination rights of other Persons, and (v) the Company shall not have previously defaulted on its obligation to pay the full Company Prepayment Amount due in respect of any prior Prepayment Notice, and then the Company may deliver a written notice (visuch notice, a "PREPAYMENT NOTICE") on to the Holder stating its irrevocable undertaking to prepay at the Company Prepayment Date, none Amount all (but not less than all) of the outstanding principal amount of all Debentures held by such Holder, together with all accrued and unpaid interest, liquidated damages and other Notes would remain outstandingamounts then owing thereon through the date the Company Prepayment Amount is paid. If the conditions for delivery of a prepayment pursuant to the Prepayment Notice set forth in clauses (i)-(vi) above are satisfied during the period from the date of the Prepayment Notice through and including the Prepayment Date, then the Company shall deliver to the Investor Holder the full Company Prepayment Amount in cash on the 31st Trading Day following the date of the Prepayment Notice (the "Prepayment DatePREPAYMENT DATE"), subject to (i) reduction for principal and interest of the InvestorHolder's Notes Debentures that shall have been converted between the date of the Prepayment Notice and the Prepayment Date, Date and (ii) the right of the Investor Holder to nullify such Prepayment Notice if any of such the conditions set forth in this Section to the delivery of the Prepayment Notice shall not have been met from the date of the Prepayment Notice through the Prepayment Date or if the Company shall during such period fail to honor any Conversion Notice as contemplated in the immediately following sentence, and (iii) the operation of the automatic amendment to such Prepayment Notice in accordance with the last sentence of this Section. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Prepayment Notice through 6:30 p.m. (New York City time) on the Trading Day prior to the Prepayment Date. In addition, if any portion of the Company Prepayment Amount remains unpaid after the Prepayment Date, the Investor Holder subject to such prepayment may elect by written notice to the Company to invalidate ab initio the Prepayment Notice with respect to the unpaid amount, notwithstanding anything herein contained to the contrary. If the Investor Holder makes such an election, this Note Debenture shall be reinstated with respect to such unpaid amount and the Company shall no longer have any prepayment rights under this Section. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in full of the principal amount and interest then outstanding on all of the Investor's Notes, then notwithstanding anything to the contrary set forth in a Prepayment Notice, the Prepayment Notice shall be deemed automatically amended to apply only to such portion of such Investor's Notes as would permit conversion in full in compliance with Section 5(b). The Investor will promptly (and, in any event, prior to the Prepayment Date) notify the Company in writing following receipt of a Prepayment Notice if Section 5(b) would restrict its right to receive the full number of otherwise issuable Underlying Shares under such circumstances.

Prepayment at Option of Company. Subject to the provisions of this Section, Section and upon at any time after the two year anniversary of the Closing Dateleast thirty (30) but no more than sixty (60) days’ prior notice, the Company may deliver a written notice (such notice, a "“Prepayment Notice"”) to the Investor stating its irrevocable undertaking to prepay redeem, at any time on or after the Closing Date, at the applicable Company Prepayment Amount all (but not less than all) or part of the outstanding principal amount of all Notes held by such Investor, together with all accrued and unpaid interestinterest on such outstanding principal amount, liquidated damages and other amounts then owing thereon through the date the Prepayment Amount is paidDate, provided however, that: (i) the Closing Price of the Common Stock for each of 15 consecutive Trading Days prior to the date of the Prepayment Notice is greater than $0.60 (subject to equitable adjustment as a result of the events set forth in Section 11(a), (b) and (c)), (ii) on each date during the entire period referenced in clause (i) above and through the Prepayment Date (as defined below), the Equity Conditions Are Satisfied, (iii) there shall not exist any Event of Default, (ivii) the prepayment contemplated under this Section shall be free of Equity Conditions Are Satisfied as to all subordination rights of other PersonsUnderlying Shares, and (viii) the Company shall not have previously defaulted on its obligation to pay the full and then applicable Company Prepayment Amount due in respect of any prior Prepayment Notice, and (vi) on the Prepayment Date, none of the other Notes would remain outstanding. If the conditions for delivery of a Prepayment Notice set forth in clauses (i)-(vii) — (iii) above are satisfied during the period from the date of the Prepayment Notice through and including the Prepayment Date, then the Company shall deliver to the Investor the full applicable Company Prepayment Amount in cash on the 31st Trading Day day following the date of the Prepayment Notice (the "“Prepayment Date"”), subject to (i) reduction for principal and interest of the Investor's ’s Notes that shall have been converted between the date of the Prepayment Notice and the Prepayment Date, (ii) the right of the Investor to nullify such Prepayment Notice if any of such conditions shall not have been met from the date of the Prepayment Notice through the Prepayment Date or if the Company shall during such period fail to honor any Conversion Notice as contemplated in the immediately following sentence, and (iii) the operation of the automatic amendment to such Prepayment Notice in accordance with the last sentence of this Section. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Prepayment Notice through 6:30 p.m. (New York City time) on the Trading Day prior to the Prepayment Date. In addition, if any portion of the Company Prepayment Amount remains unpaid after the Prepayment Date, the Investor subject to such prepayment may elect by written notice to the Company to invalidate ab initio the Prepayment Notice with respect to the unpaid amount, notwithstanding anything herein contained to the contrary. If the Investor makes such an election, this Note shall be reinstated with respect to such unpaid amount and the Company shall no longer have any prepayment rights under this Section. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in full of the principal amount and interest then outstanding on all of the Investor's Notes, then notwithstanding anything to the contrary set forth in a Prepayment Notice, the Prepayment Notice shall be deemed automatically amended to apply only to such portion of such Investor's Notes as would permit conversion in full in compliance with Section 5(b). The Investor will promptly (and, in any event, prior to the Prepayment Date) notify the Company in writing following receipt of a Prepayment Notice if Section 5(b) would restrict its right to receive the full number of otherwise issuable Underlying Shares under such circumstances.