Common use of Redemption Right Clause in Contracts

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. No later than ten (10) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 days before the consummation of a Change of Control, but in no event later than 15 days prior to the record date for the determination of stockholders entitled to vote with respect thereto (or, with respect to a tender offer, or a change in the Board of Directors, if the Company is unable to comply with this time requirement because of the nature of the Change of Control, as soon as the Company reasonably believes that the Change of Control is to be consummated), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) shall be calculated based upon the Holder's receipt of the later Change of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the earlier Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Holder’s receipt Change of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultControl Notice, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5 (the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Price (as defined in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”Section 5(b)(ii). Redemptions required by this Section 4(b) ), which shall be made payable in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltycash.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeemredeem and the date of such Event of Default Redemption (the “Event of Default Redemption Date”). Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to Principal plus accrued and unpaid Interest calculated from the product Event of (A) Default at the Redemption Premium and (B) the Note Amount being redeemed Default Interest Rate (the “Event of Default Redemption Price”)) together with liquidated damages of $250,000 pro-rata based on the entire amount raised plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made with a cap at 5%. Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are an Event of Default Redemption is deemed or determined by a court of competent jurisdiction to be prepayments a prepayment of the Note by the Company, such redemptions redemption shall be deemed to be a voluntary prepaymentsprepayment. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Redemption Price due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one Business Day deliver written notice thereof via confirmed facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion amount of Principal of this Note the Holder is electing to require the Company to redeem. Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”)) equal to 110% of the sum of (i) any accrued and unpaid Interest on the Conversion Amount being redeemed, plus (ii) any accrued and unpaid Late Charges on such Conversion Amount and Interest, plus (iii) the greater of (A) the sum of (1) the Conversion Amount to be redeemed and (2) an amount equal to 100% of the Interest that would have been earned on the Conversion Amount from the Conversion Date through the Maturity Date., and (B) the product of (1) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice, and (2) the highest Closing Sale Price of the Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date immediately preceding the payment of the Event of Default Redemption Price. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112, to the extent applicable. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 hereof. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the this Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At Upon its becoming aware of the occurrence of an Event of Default under this Bond (whether directly or through notification by a Holder), the Company shall promptly (which shall be no more than five (5) Business Days after becoming aware of such Event of Default) deliver written notice thereof (an “Event of Default Notice”) to the Holders. The Holder may require the Company to redeem all or any time portion of this Bond held by such Holder provided that the Holder provides written notice to the Company within five (5) Business Days after the earlier of the Holder’s receipt date of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “provided that such Event of Default Redemption”is continuing) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) which notice shall, subject to the Companyother provisions of this Section 4(b), which Event of Default Redemption Notice shall indicate the portion Principal amount of this Note the Bond that such Holder is electing to require the Company to redeem. Each portion of this Note Bond subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”)) equal to the sum of (1) the Principal amount to be redeemed and (2) any accrued and unpaid Interest on the Principal amount to be redeemed through the redemption date, which shall be no later than five (5) Business Days after date of delivery of the Event of Default Redemption Notice. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112 hereof. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Bond by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At (i) Beginning on the later of (i) the date Stockholder Approval is obtained and (ii) the date Resale Registration Statement is deemed effective, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than twenty (20) Trading Days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which the VWAP exceeded 200% of the Holder’s receipt of an Event of Default Notice then-current Exercise Price for twenty (as defined in Section 15(f20) consecutive Trading Days. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least twenty (20) Trading Days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement (the “Resale Registration Statement”) shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder and/or the Warrant Shares shall be eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144 promulgated under the Securities Act, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Companyherein, and (6) such redemptions Holder shall be deemed to be voluntary prepayments. The parties hereto agree that in the event not possess any material non-public information of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. (i) No sooner than sixty (60) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or email and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice or public announcement of a Change of Control and ending twenty (as defined in Section 15(f)20) and Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion amount of this Note Principal the Holder is electing to require the Company to redeemredeem and the date on which the Change of Control redemption shall occur (the “Change of Control Redemption Date”), which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Change of Control Redemption Notice. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Change of Control Redemption Price”) equal to the product amount of the Company Redemption Price (Aas defined in Section 8(b)), and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 8(b)) (it being understood that references therein to the Company Redemption Premium and Date shall be deemed references to the Change of Control Redemption Date). (Bii) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 119 and shall have priority to payments to stockholders in connection with a Change of Control as such redemption obligation shall constitute a debt obligation of the Company. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the amount of Principal to be redeemed under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 (including, without limitation, the right to receive the amounts set forth in Section 3(f)). The Change of Control Redemption Price will be payable regardless of whether the amount of Principal to be redeemed is redeemed for cash or converted to shares of Common Stock pursuant to Section 3(f). The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At The Company shall be entitled, on any time after day (the earlier of "Calculation Date") on which the Holder’s receipt of an Event of Default Notice Closing Price (as defined in Section 15(f)below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $4.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Holder becoming aware Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of an Event Common Stock of Default, the Holder may require Company were then traded. The Redemption Price shall be paid by the Company to redeem the Holder within two (an “Event 2) business days of Default Redemption”the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) all or any portion on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Note by delivering written notice thereof Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the “Event "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of Default Redemption Notice”any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments business of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltycorporation.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded 250% of the Holder’s receipt offering price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of an Event of Default Notice the Ordinary Shares for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Shares shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(vi) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 10(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) of the Note Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1110 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. (i) Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion amount of Principal of this Note the Holder is electing to require the Company to redeemredeem and the date on which the Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Notice. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (the “Event of Default Redemption Price”) equal to the product of (A) the Redemption Premium amount of Principal plus any accrued and unpaid Interest to be redeemed and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”Premium, and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 8(b). ) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date). (ii) Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 119. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. If a Change of Control transaction is publicly announced at a time when an Event of Default has occurred and is continuing but prior to redemption pursuant to an Event of Default Redemption Notice, the Holder may elect to receive the Change of Control Redemption Price instead of the Event of Default Redemption Price. If a Change of Control transaction is publicly announced within thirty (30) days following a redemption pursuant to an Event of Default Redemption Notice, the Holder shall be entitled to an additional payment equal to the additional amount the Holder would have been entitled to receive had the Change of Control been publicly announced pursuant to this Section 4(b). The parties hereto agree that in the event of the Company’s redemption of any portion of the Note or other payment payable under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f14(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At The Company shall be entitled, on any time after day (the earlier of "Calculation Date") on which the Holder’s receipt of an Event of Default Notice Closing Price (as defined in Section 15(f)below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Holder becoming aware Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of an Event Common Stock of Default, the Holder may require Company were then traded. The Redemption Price shall be paid by the Company to redeem the Holder within two (an “Event 2) business days of Default Redemption”the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) all or any portion on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Note by delivering written notice thereof Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the “Event "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of Default Redemption Notice”any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments business of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltycorporation.

Redemption Right. At i. Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP has equaled or exceeded $[●]2 the Exercise Price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem (an “Event the Company. iii. Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. ____________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At Subject to Section 3(c), at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) 3 and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 3 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) 3 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At (a) Subject to Section 5(d) below, if Stockholder Approval has not been obtained by the one-year anniversary of the Original Issue Date, the Holder shall have the right (the “Redemption Right”) at any time after and from time to time commencing on such one-year anniversary and ending on such date that the earlier Stockholder Approval is obtained thereafter, to cause the Company to pay, at the option of the Holder’s receipt , an amount equal to (a) $6.35 (subject to adjustment in accordance with Section 10 hereof) (the “Redemption Price”) multiplied by (b) the number of an Event shares of Default Notice Common Stock with respect to which the Holder is exercising the Redemption Right. (b) In connection with the exercise of its Redemption Right, the Holder shall provide the Company written notice in the form of Schedule 2 attached hereto (the “Redemption Notice”) indicating (i) the number of shares with respect to which it is exercising the Redemption Right, (ii) the Number of Warrant Shares (as defined in Section 15(f)10) following such exercise and (iii) the applicable aggregate Redemption Price. (c) Subject to Section 5(d) below, the Company shall, within two Trading Days after receipt of the Redemption Notice, pay the applicable aggregate Redemption Price in cash to the Holder becoming aware of an Event of Default, and cancel this Warrant and promptly issue a New Warrant to the Holder may require representing the Number of Warrant Shares with respect to which the Redemption Right was not exercised. (d) The Redemption Right in this Section 5 shall terminate on the earlier of: (i) such time as an aggregate of $7.5 million in aggregate Redemption Price (the “Redemption Cap”) has been paid by the Company to redeem Holder in connection with one or more exercises of the Redemption Right and (an “Event ii) immediately upon receipt of Default Redemption”) all or the Stockholder Approval. For the avoidance of doubt, if any portion exercise of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require Right would result in the Company paying to redeem. Each portion Holder, in the aggregate with prior Redemption Right exercises, an amount in excess of this Note subject to redemption by the Redemption Cap, then the Company pursuant shall not be required to this Section 4(b) shall be redeemed by carry out the Company in cash by wire transfer exercise of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium Right with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of amount that exceeds the Holder’s actual loss of its investment opportunity and not as a penaltyRedemption Cap.

Redemption Right. No sooner than twenty (20) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note Amount being redeemed quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1112 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f16(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after This Note will be redeemable at the earlier option of the Holder’s receipt Holder if, on the date that is 180 calendar days of an Event the Original Issuance Date of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Defaultthis Note, the Holder may require Company is either (i) not then current in the Company to redeem filing of its periodic reports with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or (ii) not listed, traded, or quoted on an “Event of Default Redemption”) all or any portion Approved Market (the "Redemption Right"). The redemption price of this Note by delivering written notice thereof (the “Event of Default under this Redemption Notice”) Right will be equal to the Company, which Event of Default Redemption Notice shall indicate the portion principal amount of this Note plus all accrued and unpaid interest thereon. Holder's election to exercise this Redemption Right must be made in ▇▇▇▇▇▇g (a "Notice of Exercise") within seven (7) days after the date which is 180 calendar days from the Original Issuance Date of this Note, and the Company will effect such redemption and pay the redemption price within 30 days of the delivery to the Company of the Notice of Exercise, although the Company shall not be required to pay the redemption price unless and until the Holder is electing tenders to require the Company to redeem. Each portion the originally executed version of this Note. In the event that the Redemption Right is properly exercised for this Note, this Note subject shall be deemed to redemption have accrued interest at a rate equal to 14% per annum since the Original Issuance Date (in lieu of and notwithstanding the interest rate otherwise specified herein), provided that any additional interest above the rate otherwise specified herein and payable by reason of the Company pursuant operation of this paragraph shall not be due and payable until the date on which this Note is actually required to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal Company. In the event that Holder elects to the product of (A) exercise the Redemption Premium Right, then the payment by the Company of the redemption price in accordance with this paragraph shall constitute the sole and (B) the Note Amount being redeemed (the “exclusive remedy of Holder with respect to any breach or Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b)Note, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates Exchange Agreement, and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to beOriginal Transaction Documents, and shall be deemedby electing to exercise the Redemption Right, a reasonable estimate of the Holder’s actual loss of its investment opportunity Holder irrevocably waives any and not as a penaltyall provisions.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to: (i) with respect to an Event of Default Redemption related to an Event of Default described in Section 6(a)(i) or Section 6(a)(v) as it relates to the Company’s failure to deliver the required number of shares of Common Stock on the applicable Share Delivery Date, the greater of (x) 112% of the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Event of Default Conversion Price in effect during such period and (ii) with respect to an Event of Default Redemption related to any other Event of Default, 112% of the Conversion Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 6(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 and Section 5(b). The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b6(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Receipt of the Event of Default Redemption Price by the Holder shall be the sole and exclusive remedy of the Holder with respect to the portion of this Note so redeemed in connection with an Event of Default hereunder.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $[*]4 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of Warrants. 4 150% of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyExercise Price.

Redemption Right. At any time after No sooner than twenty-five (25) days nor later than twenty (20) days prior to the earlier consummation of a Change of Control, but not prior to the Holder’s receipt public announcement of an Event such Change of Default Notice Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a "Change of Control Notice") setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 15(f11(a)) and if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of an Event a Change of DefaultControl and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (an “Event a "Change of Default Control Redemption”") all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note Amount being redeemed quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event "Change of Default Control Redemption Price”"). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time In the event that the Board approval described in Section 6.02(c) has not been obtained within 135 days after the earlier date of the Holder’s receipt of an Event of Default Notice (as defined notice referred to in Section 15(f)) and 6.01 or a Sale of the Holder becoming aware Company has not been completed within 165 days after the date of an Event of Defaultsuch notice, the Holder may Majority Investors shall have the right by written notice (the “Redemption Notice”) to require the Company to redeem (an “Event all of Default Redemption”) all or any portion the Warrants and shares of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption Common Stock then held by the Company pursuant to this Section 4(b) shall be redeemed by the Company Investors, in cash by wire transfer of immediately available funds each case at a price equal to the product of (A) the applicable Redemption Premium and (B) the Note Amount being Price for each such Warrant or share redeemed (the “Event of Default Redemption PriceRedemption”). Redemptions required by The “Redemption Price” for purposes of this Section 4(b6.03 shall equal (x) in the case of a Warrant, the fair value of the Warrant as of a date (the “Valuation Date”) that is no earlier than the fifth business day prior to the date of payment of the Redemption Price, as determined by an Independent Financial Expert (using standard option pricing models for American style options, such as the ▇▇▇-▇▇▇▇▇▇▇▇▇▇ binomial model, taking into account the intrinsic and option value of the Warrant but assuming annualized volatility of 110% over the Warrant’s remaining term), and (y) in the case of a share of Common Stock, the higher of (a) the fair value of such share of Common Stock as of the Valuation Date, as determined by the Independent Financial Expert (using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming the shares of Common Stock then held by the Investors are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors), and (b) the Market-Based Value as of the Valuation Date, in each case of (x) and (y) plus interest thereon from the Valuation Date to the date of payment of the Redemption Price at the rate of 5.0% per annum. The Redemption Price shall be made in accordance with due and payable on or before the provisions later to occur of Section 11. To (a) the extent redemptions required by this Section 4(btenth Business Day after the date of the delivery of the Redemption Notice and (b) are deemed or the fifth Business Day after the Redemption Price has been determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to beIndependent Financial Expert, and if not timely paid, shall be deemed, bear interest thereafter at a reasonable estimate of the Holder’s actual loss of its investment opportunity default interest rate equal to 5.0% compounded monthly and not as a penaltypayable upon demand.

Redemption Right. Not less than ten (10) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated date of the consummation of such Change of Control if then known. At any time after during the earlier period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Parent Guarantor or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder’s receipt of an Event a Change of Default Notice Control Notice, and (as defined z) the consummation of such transaction which results in Section 15(f)a Change of Control, and ending twenty-five (25) and Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the a “Event Holder Change of Default Control Redemption Notice”) to the Company, which Event Holder Change of Default Control Redemption Notice shall indicate the portion of this Note Redemption Amount the Holder is electing to require the Company to redeem. Each Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a “Company Change of Control Redemption”) all but not less than all of this Note by delivering written notice (a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product sum of (A) the Redemption Premium Amount of the Notes being redeemed and (B) the Note Make-Whole Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 118 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 118. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the applicable Redemption Premium and (B) the Note Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At i. Beginning on the one-year anniversary of the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the earlier date on which (i) the closing price of the HolderCompany’s receipt common stock on the Company’s primary Trading Market has equaled or exceeded $4.87 for ten (10) consecutive Trading Days and (ii) the daily trading volume of an Event the Common Stock on the Company’s primary Trading Market has exceeded 100,000 shares on each of Default Notice such ten (as defined 10) Trading Days referred to in Section 15(f5(f)(i)) and the Holder becoming aware of an Event of Default, the Holder . ii. The price at which this Warrant may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof be redeemed (the “Event of Default Redemption NoticePrice”) to is $0.025 per Warrant Share. On and after the Company, date upon which Event of Default Redemption Notice shall indicate the portion of this Note the Holder such Warrant is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption PriceDate”). Redemptions required by this Section 4(b) , the Holder of a redeemed Warrant shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction entitled to be prepayments payment of the Note Redemption Price upon surrender of the Warrant to the Company. iii. Notice of redemption of this Warrant shall be given at least 30 days’ prior to the Redemption Date by the CompanyCompany (i) notifying the Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, such redemptions any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed to be voluntary prepayments. The parties hereto agree that in cancelled and void and of no further force or effect without any further act or deed on the event part of the Company’s . v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption of and to indemnify the Company with respect to any portion of the Note under this Section 4(b)losses, claims, damages or liabilities arising from the Holder’s damages would be uncertain and difficult failure to estimate because return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the parties’ inability number being redeemed, the Company shall as promptly as practicable issue to predict future interest rates and the uncertainty of the availability of Holder a suitable substitute investment opportunity new certificate in book-entry form for the Holder. Accordingly, any Redemption Premium with respect to an Event number of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyunredeemed Warrant Shares.

Redemption Right. At (a) If, at any time during the period commencing on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the rolling volume weighted average price of the ADS as quoted on the NASDAQ for any given thirty (30) consecutive Trading Day period is below US$4.0 per ADS (the “Redemption Right Triggering Event”), Purchaser may, at any time before the end of a period of fifteen (15) Business Days after the earlier second anniversary of the Holder’s receipt of an Event of Default Closing (“Redemption Notice Period”), elect, in its sole discretion, by giving a written notice to the Company (as defined in Section 15(fthe “Redemption Notice”)) and the Holder becoming aware of an Event of Default, the Holder may to require the Company to redeem all (but not less than all) of the Remaining Subject Shares held by Purchaser as of the date of the Redemption Notice. Such Redemption Notice shall be delivered to the Company’s registered office address and business address at ▇▇▇▇▇▇▇▇ ▇▇. ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, People’s Republic of China. (b) If the Redemption Right Triggering Event has occurred and Purchaser exercises its Redemption Right pursuant to Section 5.13(a), (i) the Company shall, within fifteen (15) Business Days after the date the Redemption Notice is given, pay to Purchaser in respect of the Remaining Subject Shares as of the Redemption Date an “Event amount equal to (A) the Unreleased Investment Amount as of Default Redemption”the Redemption Date multiplied by (B) all or any portion of this Note by delivering written notice thereof 120% (the “Event of Default Redemption NoticePrice”), in accordance with Section 5.15 (the date on which the Redemption Price is so paid, the “Redemption Date”), and (ii) upon the Redemption Date and subject to the CompanyPurchaser receiving the Redemption Price in full, Purchaser shall promptly take any action which Event may be necessary to release and discharge the Security over the Collateral Account, and HK Holdco shall own and be entitled to withdraw all the Cash Collateral on deposit at the Collateral Account, free and clear of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note any Encumbrance, subject to redemption by Section 5.15. If the Company Redemption Right Triggering Event has occurred but Purchaser does not exercise its Redemption Right pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal 5.13 nor exercise its rights pursuant to the product Option Deed, effective upon expiration of (A) the Redemption Premium Notice Period, Purchaser shall promptly take any action which may be necessary to release and (B) discharge the Note Amount being redeemed (Security over the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) Collateral Account, and HK Holdco shall own and be made in accordance with entitled to withdraw all the provisions of Section 11. To Cash Collateral on deposit at the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the CompanyCollateral Account, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption free and clear of any portion Encumbrance. (c) Subject to other sections of this Agreement, if the Note under this Section 4(b)Redemption Right Triggering Event does not occur, upon the Holder’s damages would second anniversary of Closing, Purchaser shall promptly take any action which may be uncertain necessary to release and difficult to estimate because of discharge the parties’ inability to predict future interest rates and Security over the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to beCollateral Account, and HK Holdco shall own and be deemedentitled to withdraw all the Cash Collateral on deposit at the Collateral Account, a reasonable estimate free and clear of the Holder’s actual loss of its investment opportunity and not as a penaltyany Encumbrance.

Redemption Right. At any time after This Note and its related Warrants will be redeemable at the earlier option of the Holder’s receipt Holder if, on the date that is 180 calendar days of an Event the Original Issuance Date of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Defaultthis Note, the Holder may require Company is either (i) not then current in the Company to redeem filing of its periodic reports with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or (ii) not listed, traded, or quoted on an “Event of Default Redemption”) all or any portion Approved Market (the "Redemption Right"). The redemption price of this Note by delivering written notice thereof (the “Event of Default and its related Warrants under this Redemption Notice”) Right will be equal to the Company, which Event of Default Redemption Notice shall indicate the portion principal amount of this Note plus all accrued and unpaid interest thereon. Holder's election to exercise this Redemption Right must be made in ▇▇▇▇▇▇g (a "Notice of Exercise") within seven (7) days after the date which is 180 calendar days from the Original Issuance Date of this Note, and the Company will effect such redemption and pay the redemption price within 30 days of the delivery to the Company of the Notice of Exercise, although the Company shall not be required to pay the redemption price unless and until the Holder is electing tenders to require the Company to redeem. Each portion the originally executed version of this Note subject and the related Warrants. In the event that the Redemption Right is properly exercised for this Note, this Note shall be deemed to redemption have accrued interest at a rate equal to 14% per annum since the Original Issuance Date (in lieu of and notwithstanding the interest rate otherwise specified herein), provided that any additional interest above the rate otherwise specified herein and payable by reason of the Company pursuant operation of this paragraph shall not be due and payable until the date on which this Note is actually required to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal Company. In the event that Holder elects to the product of (A) exercise the Redemption Premium Right, then the payment by the Company of the redemption price in accordance with this paragraph shall constitute the sole and (B) the Note Amount being redeemed (the “exclusive remedy of Holder with respect to any breach or Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b)Note, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates Exchange Agreement, and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to beOriginal Transaction Documents, and shall be deemedby electing to exercise the Redemption Right, a reasonable estimate of the Holder’s actual loss of its investment opportunity Holder irrevocably waives any and not as a penaltyall provisions.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $1.25 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Ordinary Share for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At i. Beginning on the one-year anniversary of the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the earlier date on which (i) the closing price of the HolderCompany’s receipt common stock on the Company’s primary Trading Market has equaled or exceeded $[●] for ten (10) consecutive Trading Days and (ii) the daily trading volume of an Event the Common Stock on the Company’s primary Trading Market has exceeded [●] shares on each of Default Notice such ten (as defined 10) Trading Days referred to in Section 15(f2(f)(i)) and the Holder becoming aware of an Event of Default, the Holder . ii. The price at which this Warrant may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof be redeemed (the “Event of Default Redemption NoticePrice”) to is $[●] per Warrant Share. On and after the Company, date upon which Event of Default Redemption Notice shall indicate the portion of this Note the Holder such Warrant is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption PriceDate”). Redemptions required by this Section 4(b) , the Holder of a redeemed Warrant shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction entitled to be prepayments payment of the Note Redemption Price upon surrender of the Warrant to the Company. iii. Notice of redemption of this Warrant shall be given at least 30 days’ prior to the Redemption Date by the CompanyCompany (i) notifying the Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, such redemptions any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed to be voluntary prepayments. The parties hereto agree that in cancelled and void and of no further force or effect without any further act or deed on the event part of the Company’s . v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption of and to indemnify the Company with respect to any portion of the Note under this Section 4(b)losses, claims, damages or liabilities arising from the Holder’s damages would be uncertain and difficult failure to estimate because return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the parties’ inability number being redeemed, the Company shall as promptly as practicable issue to predict future interest rates and the uncertainty of the availability of Holder a suitable substitute investment opportunity new certificate in book-entry form for the Holder. Accordingly, any Redemption Premium with respect to an Event number of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyunredeemed Warrant Shares.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default at the Default Interest Rate (the Redemption Price”), together with liquidated damages of $125,000 if the Default is not cured within 30 days of the Default Redemption Notice date, plus an amount in cash equal to 0.5% of the Redemption Price for each 30 day period during which redemptions fail to be made. Redemptions required by this Section 4(b6(b) shall be made in accordance with paid by wire transfer within 10 business days after the provisions expiration of Section 11the cure period of the Event of Default Redemption Notice. To the extent redemptions required by this Section 4(b6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 4(b)(ii), until the Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b6(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the product Event of (A) Default at the Redemption Premium and (B) greater of the Note Amount being redeemed Default Interest Rate or the maximum rate permitted under applicable law (the “"Event of Default Redemption Price”)") together with liquidated damages of $250,000 plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made. Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after No later than ten (10) days prior to the earlier consummation of a Change of Control, the Holder’s receipt Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a "Change of an Event Control Notice") setting forth a description of Default Notice such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 15(f11(a)) and if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of an Event a Change of DefaultControl and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (an “Event a "Change of Default Control Redemption”") all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event "Change of Default Control Redemption Price”"). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries to consummate a transaction that would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Notice Control Notice, and ending twenty-five (as defined in Section 15(f)25) and Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 115% of the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by pursuant to this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the earlier Holder's receipt of a Change of Control Notice and ending on the date of the Holder’s receipt consummation of an Event such Change of Default Control (or, in the event a Change of Control Notice is not delivered at least ten (as defined in Section 15(f10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 125% of the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed (the “Event "CHANGE OF CONTROL REDEMPTION PRICE"). Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 3(d), until the Change of Default Control Redemption Price”)Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1113 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. No later than ten (10) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At i. Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP has equaled or exceeded $[●]2 the Exercise Price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock on such ten (as defined 10) Trading Days referred to in this Section 15(f2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem (an “Event the Company. iii. Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. ____________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At No later than ten (10) days prior to the consummation of a Fundamental Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Fundamental Transaction Notice”). Notwithstanding Section 5(a), any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries upon consummation of which the Fundamental Transaction would reasonably be expected to occur and (y) the Holder’s receipt of an Event a Fundamental Transaction Notice and ending twenty (20) Trading Days after the date of Default Notice (as defined in Section 15(f)) and the Holder becoming aware consummation of an Event of Defaultsuch Fundamental Transaction, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (“Fundamental Transaction Redemption Notice” and the date the Company receives such notice, the “Event of Default Fundamental Transaction Redemption NoticeNotice Date”) to the Company, which Event of Default Fundamental Transaction Redemption Notice shall indicate the portion of this Note principal and accrued and unpaid Interest that the Holder is electing to require the Company to redeemredeem (the “Redeemed Amount”). Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) The Redeemed Amount shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product 100% of (A) the Redemption Premium and Redeemed Amount plus (B) accrued and unpaid Interest on such Redeemed Amount through the Note date of redemption plus (C) the Make-Whole Amount being redeemed (the “Event of Default Fundamental Transaction Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1112 and shall have priority to payments to stockholders in connection with a Fundamental Transaction. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, until the Fundamental Transaction Redemption Price (together with any interest thereon) is paid in full, the Redeemed Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Make-Whole Amount due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At i. Beginning on the one-year anniversary of the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the earlier date on which (i) the closing price of the HolderCompany’s receipt common stock on the Company’s primary Trading Market has equaled or exceeded $[●]6 for ten (10) consecutive Trading Days and (ii) the daily trading volume of an Event the Common Stock on the Company’s primary Trading Market has exceeded 100,000 shares on each of Default Notice such ten (as defined 10) Trading Days referred to in Section 15(f5(f)(i)) and the Holder becoming aware of an Event of Default, the Holder . ii. The price at which this Warrant may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof be redeemed (the “Event of Default Redemption NoticePrice”) to is $0.015 per Warrant Share. On and after the Company, date upon which Event of Default Redemption Notice shall indicate the portion of this Note the Holder such Warrant is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption PriceDate”). Redemptions required by this Section 4(b) , the Holder of a redeemed Warrant shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction entitled to be prepayments payment of the Note Redemption Price upon surrender of the Warrant to the Company. iii. Notice of redemption of this Warrant shall be given at least 30 days’ prior to the Redemption Date by the CompanyCompany (i) notifying the Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, such redemptions any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed to be voluntary prepayments. The parties hereto agree that in cancelled and void and of no further force or effect without any further act or deed on the event part of the Company’s . v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption of and to indemnify the Company with respect to any portion of the Note under this Section 4(b)losses, claims, damages or liabilities arising from the Holder’s damages would be uncertain and difficult failure to estimate because return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the parties’ inability number being redeemed, the Company shall as promptly as practicable issue to predict future interest rates and the uncertainty of the availability of Holder a suitable substitute investment opportunity new certificate in book-entry form for the Holdernumber of unredeemed Warrant Shares. Accordingly, any Redemption Premium with respect 6 Stock price threshold to an Event be able to send a notice of Default due under this Section 4(b) is intended by redemption to equal 2.5 times the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyExercise Price.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $[__]2 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Ordinary Share for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. 2 250% of the offering price. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period (the "Change of Control Period") beginning after the earlier of the Holder’s 's receipt of an Event a Change of Default Control Notice and ending on the date that is twenty (as defined in Section 15(f)20) and Trading Days after the Holder becoming aware consummation of an Event such Change of DefaultControl, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate (i) the portion of this Note Conversion Amount the Holder is electing to require redeem and (ii) whether the Holder is requiring the Company to redeempay the Change of Control Redemption Price in cash or by delivery of Common Shares. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product greater of (x) 115% of the sum of (1) the Conversion Amount being redeemed and (2) the amount of any accrued but unpaid Interest thereon through the date of such redemption payment and (y) the sum of (A) the Redemption Premium product of (1) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Common Share to be paid to the holders of the Common Shares upon consummation of the Change of Control and (2) the quotient determined by dividing (I) the Conversion Amount being redeemed by (II) the Conversion Price plus (B) the Note amount of any accrued but unpaid Interest on the Conversion Amount being redeemed through the date of such redemption payment (the “Event "Change of Default Control Redemption Price”"). In the event the Holder has elected to receive the Change of Control Redemption Price in Common Shares, Vasogen shall deliver, within three (3) Trading Days of receipt of the Holder's Change of Control Redemption Notice, to the Holder's account with DTC on the Change of Control Redemption Date (as defined in Section 14) a number of Common Shares equal to the quotient of (aa) the applicable Change of Control Redemption Price divided by (bb) the Change of Control Conversion Price, rounded to the nearest whole Common Share; provided that if the Change of Control Redemption Date would fall on a date that is after the consummation of the applicable Change of Control, then Vasogen shall not deliver Common Shares to the Holder but rather the Company shall pay the Change of Control Redemption Price to the Holder in cash. Redemptions made in cash as required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1114 and shall have priority to payments to shareholders in connection with a Change of Control. To Notwithstanding anything to the extent redemptions required by contrary in this Section 4(b5, until the Change of Control Redemption Price (together with any interest thereon) are deemed is paid in full, the Conversion Amount submitted for redemption under this Section 5(c) may be converted, in whole or determined by a court of competent jurisdiction to be prepayments of the Note in part, by the CompanyHolder into Common Shares, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that or in the event the Conversion Date is after the consummation of the Company’s redemption Change of any portion Control, shares or equity interests of the Note under this Successor Entity substantially equivalent to the Common Shares pursuant to Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty3.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of the Principal of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of the Principal of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product Accreted Value of (A) the Redemption Premium and (B) portion of the Principal of this Note Amount being to be redeemed times 110% (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 115. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default Redemption Price due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after In the earlier of the Holder’s receipt of an Event of Default Notice event that (as defined in Section 15(f)i) and the Holder becoming aware of an Event of Default, the Holder may require the Company fails to redeem (an “Event of Default Redemption”) all consummate a Qualified IPO on or any portion of this Note by delivering written notice thereof before December 31, 2024 (the “Target QIPO Date”, such Target QIPO Date shall be postponed reasonably if any Force Majeure Event adversely affects the process of Default the QIPO of the Company and the postponement arising therefrom is agreed by all the Parties (including the Preferred Shareholders)); (ii) the Company or any of the Founder Parties or the other Group Companies materially breaches its or his representations, warranties, covenants or obligations under any Transaction Document; or (iii) any holder of any other series of Preferred Shares is entitled to request a redemption of any of its Shares (each such event, a “Redemption NoticeEvent”), upon the occurrence of any Redemption Event, (a) with the written consent of the holder(s) of more than fifty percent (50%) of the voting power of the aggregate number of the issued and outstanding Series C Preferred Shares, at the written request of any holder of the Series C Preferred Shares which shall be delivered to the CompanyCompany (the “Series C Redemption Request”), which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company shall redeem the issued and outstanding Series C Preferred Shares held by such holder of the Series C Preferred Shares and required to redeem. Each portion of this Note subject to redemption be redeemed by the Company pursuant to such Series C Redemption Request, out of funds legally available therefor including the capital. The redemption price for each issued and outstanding Series C Preferred Share redeemed pursuant to this Section 4(b9 (the “Series C Redemption Price”) shall be the amount equal to the sum of (x) an amount that would give an internal rate of return that equals to eight percent (8%) per annum on such Series C Preferred Share in respect of the Series C Issue Price, calculated for a period of time commencing from the Series C Issue Date and ending on the date that the Series C Redemption Price is paid in full by the Company in respect of all of the Series C Preferred Shares held by such holder and requested to be redeemed, and (y) any declared but unpaid dividends thereupon. The Company shall pay the Series C Redemption Price for each Series C Preferred Share to be redeemed and complete the corporate procedures for redemption on a date no later than three (3) months after the date of the Series C Redemption Request. (b) with the written consent of Advantech Capital, at the written request of any holder of the Series B Preferred Shares which shall be delivered to the Company (the “Series B Redemption Request”), the Company shall redeem the issued and outstanding Series B Preferred Shares held by such holder of the Series B Preferred Shares and required to be redeemed by the Company pursuant to such Series B Redemption Request, out of funds legally available therefor including the capital; provided that (i) all Series C Preferred Shares that have been elected to be redeemed following the occurrence of any Redemption Event, are redeemed and paid in cash full by wire transfer the Company in priority to the redemption of immediately available funds at a any Series B Preferred Shares requested to be redeemed, or (ii) all holders of the Series C Preferred Shares have elected not to exercise their respective right to the redemption of the Series C Preferred Shares in writing, whichever is earlier. The redemption price for each issued and outstanding Series B Preferred Share redeemed pursuant to this Section 9 (the “Series B Redemption Price”) shall be the amount equal to the product sum of (Ax) an amount that would give an internal rate of return that equals to eight percent (8%) per annum on such Series B Preferred Share in respect of the Series B Issue Price, calculated for a period of time commencing from the Series B Issue Date and ending on the date that the Series B Redemption Premium Price is paid in full by the Company in respect of all of the Series B Preferred Shares held by such holder and requested to be redeemed, and (By) any declared but unpaid dividends thereupon. The Company shall pay the Note Amount being Series B Redemption Price for each Series B Preferred Share to be redeemed and complete the corporate procedures for redemption on a date no later than three (3) months after the date of the Series B Redemption Request. (c) with the written consent of the holder(s) of more than fifty percent (50%) of the voting power of the aggregate number of the issued and outstanding Series A Preferred Shares, at the written request of any holder of the Series A Preferred Shares which shall be delivered to the Company (the “Event Series A Redemption Request”), the Company shall redeem the issued and outstanding Series A Preferred Shares held by such holder of Default the Series A Preferred Shares and required to be redeemed by the Company pursuant to such Series A Redemption Request, out of funds legally available therefor including the capital; provided that (i) all Series B Preferred Shares that have been elected to be redeemed following the occurrence of any Redemption Event, are redeemed and paid in full by the Company in priority to the redemption of any Series A Preferred Shares requested to be redeemed, or (ii) all holders of the Series B Preferred Shares have elected not to exercise their respective right to the redemption of the Series B Preferred Shares in writing, whichever is earlier. The redemption price for each issued and outstanding Series A Preferred Share redeemed pursuant to this Section 9 (the “Series A Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions amount equal to 150% of Section 11the Series A Issue Price and any declared but unpaid dividends thereupon. To The Company shall pay the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction Series A Redemption Price for each Series A Preferred Share to be prepayments redeemed and complete the corporate procedures for redemption on a date no later than three (3) months after the date of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Series A Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyRequest.

Redemption Right. At If any time after the earlier Buyer of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming Preferred Shares hereunder becomes aware of an Event of Defaulta Triggering Event, the Holder such Buyer may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note the Preferred Shares then held by such Buyer by delivering written notice thereof to the Company within thirty (30) days after the date of the Trigger Notice (the “Event of Default Redemption Notice”) to the Company"REDEMPTION NOTICE"), which Event of Default Redemption Notice shall indicate the portion number of this Note the Holder Preferred Shares that such Buyer is electing to require the Company to redeemredeem hereunder. Each portion of this Note Preferred Share subject to redemption by the Company pursuant to this Section 4(b5(n) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price per Preferred Share equal to the product Liquidation Preference (as defined in the Certificates of (ADesignations) of such Preferred Share as in effect on the date of the Redemption Premium and (B) the Note Amount being redeemed Notice (the “"REDEMPTION PRICE"); provided that if a Buyer has delivered a Redemption Notice to the Company as a result of a Triggering Event described in paragraph C of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(bSchedule 5(n), the Holder’s damages would Company shall only be uncertain and difficult required, in the aggregate, to estimate because redeem from all Buyers up to that number of Preferred Shares having an aggregate Redemption Price equal to 50% of the parties’ inability applicable Disposition Value (as defined in Schedule 5(n)). If such amount is insufficient to predict future interest rates and redeem all Preferred Shares subject to a Redemption Notice, the uncertainty Company shall redeem shares pro rata from the Buyers that have given a Redemption Notice (the "REDEEMING BUYERS") based upon the aggregate number of outstanding Preferred Shares then held by each such Redeeming Buyer relative to the availability aggregate number of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended outstanding Preferred Shares then held by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyall Redeeming Buyers.

Redemption Right. (A) Upon a Trading Failure (as defined below), the Corporation shall within two (2) Business Days deliver written notice thereof via electronic mail (a “Trading Failure Notice”) to the Holders. At any time after the earlier within five (5) Trading Days of the Holder’s receipt of an Event of Default a Trading Failure Notice (as defined in Section 15(for at such time by which the Corporation would be required to deliver a Trading Failure Notice)) and the Holder becoming aware of an Event of Default, the such Holder may require the Company Corporation to redeem (an a “Event of Default Redemption”) all or any portion of this Note such Holder’s Preferred Stock by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompanyCorporation, which Event of Default Redemption Notice shall indicate the portion of this Note the Preferred Stock such Holder is electing to require the Company Corporation to redeem. Each . (B) At any time on or after January 22, 2027, either (i) the Corporation may redeem or (ii) any Holder may require the Corporation to redeem, all or any portion of this Note such Holder’s Preferred Stock (the “Time-Based Redemption Right”) by delivering a Redemption Notice to the other party, which Redemption Notice shall indicate the Preferred Stock the Corporation or the Holder is electing to redeem. (C) Any Preferred Stock subject to redemption by the Company pursuant to this Section 4(b1.6(b)(iii) shall be redeemed by the Company Corporation on the applicable Redemption Date (as defined below) in cash by wire transfer of immediately available funds at a price equal to the product of applicable Redemption Price (Aas defined below). (D) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required Other than as specifically permitted by this Section 4(b) shall be made in accordance with Certificate of Designation, the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed Corporation may not prepay or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of redeem any portion of the Note under this Section 4(b)outstanding Preferred Stock of a Holder without such Holder’s prior written consent. Upon receipt of the full Redemption Price in cash by wire transfer of immediately available funds by the Holders of then outstanding shares Preferred Stock, all such shares of Preferred Stock shall cease to be outstanding. If a Redemption Notice shall have been duly given, and if on the applicable Redemption Date, the Holder’s damages would be uncertain and difficult to estimate because applicable Redemption Price payable upon redemption of the parties’ inability shares of Preferred Stock to predict future interest rates and the uncertainty of the availability of be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor to such Holders in a suitable substitute investment opportunity for the Holder. Accordinglytimely manner, any Redemption Premium then all rights with respect to an Event of Default due under this Section 4(b) is intended by such shares shall forthwith after the parties to beRedemption Date terminate, and shall be deemed, a reasonable estimate except only the right of the Holder’s actual loss of its investment opportunity and not as a penaltyapplicable Holders to receive the Redemption Price without interest. (E) As used herein:

Redemption Right. At Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. An Event of Default Notice shall include (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred. Provided that the Lead Investor shall have required the Company to redeem all or any portion of the Lead Investor’s Note in connection with the applicable Event of Default (the amount subject to such redemption, the “Lead Investor Applicable Redemption Amount”), at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultDefault and ending on the fifteenth (15th) Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice (each such period, an “Event of Default Redemption Right Period”), the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any up to a portion of this Note that shall not exceed the product obtained by multiplying (i) the Conversion Amount of the this Note that is then outstanding and (ii) a fraction (I) the numerator of which equals the Lead Investor Applicable Redemption Amount and (II) the denominator of which equals the Conversion Amount of the Lead Investor’s Note that is then outstanding, then, by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note Amount being redeemed quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Event of Default Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. (a) At any time on and after the earlier fifth (5th) anniversary of the Holder’s receipt of an Event of Default Notice Original Issue Date (as defined in Section 15(fthe “Optional Redemption Date”), each holder shall have the right (the “Redemption Right”) and the Holder becoming aware of an Event of Default, the Holder may to require the Company to redeem for cash any or all of the shares of Series A Preferred Stock (an “Event including, for the avoidance of Default Redemption”doubt, outstanding shares of Series A Preferred Stock paid to such holders as PIK Dividends) all or any portion of this Note by delivering written notice thereof such holder outstanding at a redemption price (the “Event Redemption Price”) per share of Default Series A Preferred Stock, equal to the sum of (i) the Liquidation Preference per share of Series A Preferred Stock to be redeemed and (ii) any Accrued Dividends (up to and including the Redemption Date). In the event that any certificate for shares of Series A Preferred Stock shall be surrendered for partial redemption, the Company shall execute and deliver to or upon the written order of the holder of the certificate so surrendered a new certificate for the shares of Series A Preferred Stock not so redeemed. Shares of Series A Preferred Stock redeemed in accordance with this 2222.1(a), shall return to the status of and constitute authorized but unissued shares of Preferred Stock, without classification as to series until such shares are once more classified as a particular series by the Board of Directors pursuant to the provisions of the Certificate of Incorporation. (b) Such holder shall deliver to the Company a written notice of such redemption (a “Redemption Notice”) not less than fifteen (15) Business Days prior to the Company, which Event of Default Redemption Date. The Redemption Notice must state the following: (A) the aggregate number of shares of Series A Preferred Stock to be redeemed; (B) the Redemption Date; (C) the Redemption Price; and (D) that Preferred Dividends on the shares to be redeemed will cease to accrue on such Redemption Date, provided that the Redemption Price shall indicate have been paid in full on the portion of this Note Redemption Date. (c) Subject to 2222.1(d), upon the Holder is electing to require Redemption Date, the Company shall pay the Redemption Price in respect of each share of Series A Preferred Stock to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash such holder by wire transfer of immediately available funds at on the Redemption Date. The Company shall remain liable for the payment of the Redemption Price in respect of each share of Series A Preferred Stock and any Preferred Dividends with respect to the shares of Series A Preferred Stock to be redeemed to the extent such amounts are not promptly paid as provided herein. (d) Solely in the event that the Company does not have the funds legally available for such redemption in cash on all of the shares of Common Stock and Series A Preferred Stock then outstanding, the Company shall, in lieu of paying such holder in cash, issue a price senior unsecured note with a principal amount equal to the product Redemption Price in respect of (A) each share of Series A Preferred Stock of such holder, an interest rate equal to the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemedDividend Rate, a reasonable estimate term to maturity of one year and such other terms as reasonably acceptable to the Holder’s actual loss of its investment opportunity and not as a penaltyapplicable holder.

Redemption Right. At On any time after the earlier of the Holder’s receipt of an Event of Default Notice day prior to (as defined in Section 15(f)and including) and the Holder becoming aware of an Event of DefaultJune 30, 2025, the Holder may require Company shall have the Company right at the Company’s option to redeem (an “Event of Default Redemption”) all or any portion of this the Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 80% of the product principal amount of (A) the Redemption Premium and (B) all or such portion of the Note Amount being redeemed to be redeemed, plus accrued and unpaid interest thereon to the date of redemption. On any day after (and excluding) June 30, 2025, the Company shall have the right at the Company’s option to redeem all or any portion of the Note at a price equal to 100% of the principal amount of all or such portion of the Note to be redeemed, plus accrued and unpaid interest thereon to the date of redemption (collectively, the “Event of Default Redemption PriceRight”). Redemptions To exercise such Redemption Right, the Company shall deliver a redemption notice to the Holder not less than three (3) Business Days prior to the proposed date of redemption in accordance with Section 10.3. Upon exercise of the Redemption Right, payment of the applicable redemption amount will be conditional upon delivery of this Note Certificate (together with any necessary endorsements) to the Registrar at the place where the Register is kept on any Business Day together with the delivery of any other document(s) required by this Section 4(b) shall Note, and will be made on the first Business Day immediately following the later of (i) three (3) Business Days following the delivery of the redemption notice and (ii) the time of delivery of this Note Certificate. Notwithstanding the foregoing, the Company shall not be entitled to effect the Redemption Right in respect of such portion of the Note for which the Holder has delivered to the Company a Conversion Notice in accordance with Section 3.5 prior to the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event date of the Company’s redemption notice. For the avoidance of any portion doubt, the Company’s exercise of the Note under this Section 4(b), Redemption Right shall not suspend or otherwise affect the Holder’s damages would be uncertain and difficult Conversion Right subject to estimate because the provisions of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty9.2.

Redemption Right. At any time after the earlier (a) If a registration statement registering shares of the Holder’s receipt of Company's common stock for sale in an Event of Default Notice initial public offering (as defined in Section 15(f)an "IPO") and pursuant to which the Holder becoming aware of an Event of DefaultCompany's Series A Preferred Stock is converted to Common Stock, is not declared effective by the Holder may require the Company to redeem (an “Event of Default Redemption”) all Securities and Exchange Commission on or any portion of this Note by delivering written notice thereof before December 15, 1999, then beginning on December 15, 1999 and ending on December 29,1999 (the “Event "Redemption Period") Investor may demand that up to 100% of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall Shares be redeemed by the Company. Such redemption right shall be exercised by giving written notice (the "Notice") to the Company during the Redemption Period, stating in cash by wire transfer such Notice the number of immediately available funds Shares to be redeemed and delivering the certificates for the Shares to be so redeemed to the Company. Upon its receipt of the Notice and share certificates, the Company shall have until the close of business on January 12, 2000, to redeem all Shares as to which it received Notice for redemption of in accordance with the foregoing to the extent that the Company's shareholders' equity is sufficient for such purpose under Washington law. Any redemption hereunder shall be at a redemption price equal to the product per share price paid by Investor (adjusted appropriately for stock splits, stock dividends and the like) (the "Redemption Price"). (b) This redemption right shall terminate in all cases, immediately upon the effectiveness of a registration statement in an IPO on or before December 15, 1999 and pursuant to which the Company's Series A Preferred Stock is converted to Common Stock. (Ac) If the Company does not, under Washington law, have sufficient shareholders' equity to redeem all the Shares for which redemption is requested, then it shall redeem all remaining Shares as soon as it may legally do so. In the event that the Company fails to timely redeem Shares for which redemption is requested, then the Redemption Premium Price for such Shares shall bear interest at a per annum rate equal to the Prime Rate (as reported by the Wall Street Journal from time to time) plus five (5) percent. (d) The Company agrees and (B) covenants that it shall set up a separate account for the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction funds to be prepayments received from Investor in payment of the Note by Purchase Price and agrees and covenants that it will not use any of such funds for any purposes whatsoever prior to the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in closing of an IPO without the event express written permission of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyInvestor.

Redemption Right. At (a) Notwithstanding anything herein to the contrary, this Warrant may be redeemed at the option of the Company in whole or in part on a pro-rata basis, upon the closing price of the Common Stock on the Trading Market on which it is then traded has equaled or exceeded $5.00 per share for ten (10) consecutive Trading Days (the “Redemption Condition”). The Company shall provide prompt notice to the Holder upon meeting of the Redemption Condition as provided in Section 6(h) below (the “Notice”). Following or concurrent with the delivery of the Notice, the Company may, at its option, notify the Holder of its election to redeem the Warrants (the “Redemption Notice”), which Redemption Notice shall be delivered no less than 30 calendar days prior to the Redemption Date (as defined below). (b) The price at which Warrants may be redeemed (the “Redemption Price”) is $0.0001 per Warrant. On and after the date upon which the Warrants are redeemed by the Company (the “Redemption Date”), the Holders of redeemed Warrants shall have no further rights pursuant to the Warrants except to receive payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Warrants to the Company. (c) Following the delivery of the Notice, if the Company elects to redeem this Warrant, the Company shall promptly send the Redemption Notice to the Holder of Warrants (i) notifying the Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable law. Notwithstanding any provision to the contrary herein, Warrants noticed for redemption may not be exercised at any time after the earlier 30th calendar day following the date on which the notice of redemption shall have been given by the Company and prior to the Redemption Date unless the Company defaults on payment of the Redemption Price on the Redemption Date. (d) From and after the Redemption Date, all Warrants noticed for redemption that have not theretofore been exercised by the Holder shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (e) The Holder undertakes to return the certificate representing any redeemed Warrants to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s receipt failure to return such certificate. In the event the certificate so returned represents a number of an Event Warrants in excess of Default Notice (the number being redeemed, the Company shall as defined in Section 15(f)) and promptly as practicable issue to the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company a new certificate in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity book-entry form for the Holder. Accordingly, any Redemption Premium with respect to an Event number of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyunredeemed Warrants.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $0.34 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending on the date of the consummation of such Change of Control (as defined or, in Section 15(fthe event a Change of Control Notice is not delivered at least 10 days prior to a Change of Control, at any time on or after the date which is 10 days prior to a Change of Control and ending 10 days after the consummation of such Change of Control)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require redeem; provided, however, that the Company shall not be under any obligation to redeemredeem all or any portion of this Note or to deliver the applicable Change of Control Redemption Price unless and until the applicable Change of Control is consummated. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(c) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the Redemption Premium and Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Note Conversion Price and (ii) 110% of the Conversion Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b5(c) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, 12 and shall be deemed, have priority to payments to stockholders in connection with a reasonable estimate Change of the Holder’s actual loss of its investment opportunity and not as a penaltyControl.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the applicable Redemption Premium and (B) of the Note Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the earlier of the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty (as defined in Section 15(f)20) and Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Event Change of Default Control Redemption NoticeNotice Date”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 110% of the sum of (i) any Make-Whole Amount and (ii) the greater of (x) the Conversion Amount to be redeemed and (y) the product of (A) the Conversion Rate in effect at such time as the Holder delivers a Change of Control Redemption Premium Notice with respect to such Conversion Amount being redeemed and (B) the Note Amount being redeemed greatest Weighted Average Price of the Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the Change of Control and (2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1112 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time and from time to time on or after the earlier Original Issue Date, any Holder of Series D Convertible Preferred Stock shall have the Holder’s receipt right to elect to have, out of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Defaultfunds legally available therefor, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note the then outstanding shares of Series D Convertible Preferred Stock redeemed by delivering written notice thereof the Corporation (a “Series D Redemption”) for a price per share equal to the Stated Value for such share, plus all unpaid accrued and accumulated dividends on such share (whether or not declared) (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Series D Redemption Price”). Redemptions required Any such Series D Redemption shall occur not more than sixty (60) days following receipt by this Section 4(bthe Corporation of a written election notice (the “Series D Election Notice”) shall be made in accordance with from any Holder of Series D Convertible Preferred Stock, stating the provisions aggregate number of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction shares to be prepayments redeemed. Upon receipt of the Note by the Companya Series D Election Notice, such redemptions all Holders of Series D Convertible Preferred Stock shall be deemed to be voluntary prepayments. The parties hereto agree that have elected to have all, or in the event case of an election to redeem less than all of the Company’s redemption shares of any Series D Convertible Preferred Stock, the same pro rata portion of the Note under their shares redeemed pursuant to this Section 4(b)8 and such election shall bind all Holders; provided, that notwithstanding anything to the Holder’s damages would be uncertain and difficult contrary contained herein, each Holder shall have the right to estimate because elect prior to the Series D Conversion Election Date to give effect to the conversion rights contained in Section 5 instead of giving effect to the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium provisions contained in this Section 8 with respect to an Event the shares of Default due under this Section 4(b) is intended Series D Convertible Preferred Stock held by such Holder. In exchange for the surrender to the Corporation by the parties electing Holders of their certificate or certificates representing their shares of Series D Convertible Preferred Stock in accordance with Section 8(d) below, the aggregate Series D Redemption Price for all shares held by each such Holder shall be payable in cash in immediately available funds to bethe respective Holders of the Series D Convertible Preferred Stock being redeemed on the applicable Series D Redemption Date and the Corporation shall contribute all of its assets to the payment of the Series D Redemption Price, and shall be deemedto no other corporate purpose, a reasonable estimate of except to the Holder’s actual loss of its investment opportunity and not as a penaltyextent prohibited by applicable Delaware law.

Redemption Right. Upon the occurrence of a Trigger Event with respect to this Note or any Other Note, the Company shall within (1) Business Day deliver written notice thereof via facsimile or e-mail and overnight courier (a "Trigger Event Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an a Trigger Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Defaulta Trigger Event, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Trigger Event of Default Redemption Notice”") to the Company, which Trigger Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Conversion Amount being to be redeemed (the “"Trigger Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At If (i) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement cannot be made pursuant to such Registration Statement (by reason of a stop order, the Company's failure to update the Registration Statement as required hereby or any other failure of such Registration Statement to be effective or by reason of the Company exercising its rights under Section 3(p) hereof)(any such event, being a "Default"), then the Holder(s) shall have the option, exercisable in whole or in part at any time after and from time to time until the earlier Default has been cured by delivery of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require a written notice to the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default a "Redemption Notice”) to the Company"), which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeempurchase for cash, at an amount equal to the Redemption Price (as defined below), the Warrants or Registrable Securities, as the case may be, owned by such Holder. Each portion of this Note subject to redemption by If the Company pursuant fails to this Section 4(bredeem any of such Warrants or Registrable Securities within five (5) business days after its receipt of a Redemption Notice, then such Holder shall be redeemed by entitled to receive from the Company in cash by wire transfer interest on the Redemption Price, from such 5th business day through the date of immediately available funds payment, at a price rate per annum equal to ten percent (10%), as well as all reasonable costs and expenses, including, without limitation, reasonable attorneys fees and expenses, of collecting the Redemption Price and any interest thereon and expenses related thereto. "Redemption Price" shall mean an amount equal to the product of (Ai) the excess of the highest Market Price (as defined below) during the time period beginning on the date a Default occurs and ending on the date of delivery of the Redemption Premium and Notice over the Exercise Price of the Warrant at such time, multiplied by (Bii) the Note Amount number of Warrant Shares underlying the Warrant being redeemed or the number of Registrable Securities being redeemed, as the case may be. "Market Price" as of any date, (i) means the “Event last reported sale price per share for the shares of Default Redemption Price”Common Stock on the Nasdaq National Market as reported by Bloomberg Financial Markets or an equivalent reliable reporting service mutually acceptable to and hereafter designated by the holder of this Warrant and the Company ("Bloomberg"). Redemptions required , or (ii) if the Nasdaq National Market is not the principal trading market for the shares of Common Stock, the last reported sale price per share on the principal trading market for the Common Stock as reported by this Section 4(bBloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be made the fair market value per share as reasonably determined in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note good faith by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event Board of Directors of the Company’s redemption . The manner of any portion determining the Market Price of the Note under this Section 4(b), Common Stock set forth in the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium foregoing definition shall apply with respect to an Event any other security in respect of Default due under this Section 4(b) is intended by the parties which a determination as to be, and shall market value must be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltymade hereunder.

Redemption Right. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. No sooner than fifteen (15) days nor later ----------------- than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the earlier Holder's receipt of a Change of Control Notice and ending on the date of the Holder’s receipt consummation of an Event such Change of Default Control (or, in the event a Change of Control Notice is not delivered at least ten (as defined in Section 15(f10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) 125% of the sum of the Conversion Amount being redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (y) the quotient determined by dividing (A) the Redemption Premium and Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Note Conversion Price and (ii) 125% of the sum of the Conversion Amount being redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest (the “Event of Default Redemption Price”"CHANGE OF CONTROL REDEMPTION PRICE"). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1112 and shall have priority to payments to stockholders in connection with a Change of Control. To Notwithstanding anything to the extent redemptions required by contrary in this Section 4(b5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) are deemed is paid in full, the Conversion Amount submitted for redemption under this Section 5(c) (together with any interest thereon) may be converted, in whole or determined by a court of competent jurisdiction to be prepayments of the Note in part, by the Company, such redemptions shall be deemed Holder into Common Stock pursuant to be voluntary prepaymentsSection 3. The parties hereto agree that in In the event of the Company’s a partial redemption of any portion of the this Note under this Section 4(b)pursuant hereto, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and principal amount redeemed shall be deemed, a reasonable estimate deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the Change of the Holder’s actual loss of its investment opportunity and not as a penaltyControl Redemption Notice.

Redemption Right. No sooner than twenty-five (25) days nor later than twenty (20) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a "Change of Control Notice"). At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Holder’s receipt Company or any of an Event its Subsidiaries, upon consummation of Default Notice which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (as defined in Section 15(f)y) and the Holder becoming aware of an Event a Change of DefaultControl and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (an “Event a "Change of Default Control Redemption”") all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed (the “Event "Change of Default Control Redemption Price”"). Redemptions required by this Section 4(b) 6 shall be made in accordance with the provisions of Section 1113 and shall have priority to payments to shareholders in connection with a Change of Control, but shall be subject to the subordination provisions of Section 4 hereof. To the extent redemptions required by this Section 4(b6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that Notwithstanding anything to the contrary in this Section 6, but subject to Section 3(d), until the event Change of Control Redemption Price (together with any interest thereon) is paid in full, the Company’s Conversion Amount submitted for redemption of any portion of the Note under this Section 4(b)6(b) (together with any interest thereon) may be converted, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordinglyin whole or in part, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties Holder into Common Stock pursuant to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltySection 3.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than 30 days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the average daily VWAP for 10 consecutive Trading Days (the “Measurement Period”) has equaled or exceeded $3.00 and (ii) the average daily trading volume of the Holder’s receipt Common Stock on each day during the Measurement Period is or exceeded 250,000 shares of an Event of Default Notice Common Stock. (as defined in Section 15(fii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in the Exchange Agreement, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30p.m. (New York, N.Y. time) on the Redemption Date, (2) a registration statement shall be effective covering the resale of the shares of Common Stock issuable upon exercise of this Warrant which the Company is seeking to redeem, (3) the Common Stock shall be listed or quoted for trading on the Trading Market continuously from the 10th Trading Day preceding the Measurement Period through the Redemption Date, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, (5) the Holder is not in possession of any information provided by the Company that constitutes material non-public information, (6) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To 2(e) herein, and (7) the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments Company has not breached any of the Note by terms of the Company, such redemptions shall be deemed to be voluntary prepaymentsTransaction Documents. The parties hereto agree that in the event of the Company’s redemption of any portion of right to redeem the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because (or its assignee’s) initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Warrants if there is more than one Holder. Accordingly, any A Redemption Premium Notice with respect to an Event of Default due under this Section 4(bany Warrant may not be given more frequently than one (1) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltytime each thirty (30) Trading Days.

Redemption Right. At any time after This Note and its related Warrants issued pursuant to the earlier Purchase Agreement will be redeemable at the option of the Holder’s receipt Holder if, on the date that is 180 calendar days of an Event the Issuance Date of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Defaultthis Note, the Holder may require Company is either (i) not then current in the Company to redeem filing of its periodic reports with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or (ii) not listed, traded, or quoted on an Approved Market (the “Event of Default RedemptionRedemption Right”) all or any portion ). The redemption price of this Note by delivering written notice thereof (the “Event of Default and its related Warrants under this Redemption Notice”) Right will be equal to the Company, which Event of Default Redemption Notice shall indicate the portion principal amount of this Note plus all accrued and unpaid interest thereon. ▇▇▇▇▇▇’s election to exercise this Redemption Right must be made in writing (a “Notice of Exercise”) within seven (7) days after the date which is 180 calendar days from the Issuance Date of this Note, and the Company will effect such redemption and pay the redemption price within 30 days of the delivery to the Company of the Notice of Exercise, although the Company shall not be required to pay the redemption price unless and until the Holder is electing tenders to require the Company to redeem. Each portion the originally executed version of this Note subject and the related Warrants. In the event that the Redemption Right is properly exercised for this Note, this Note shall be deemed to redemption have accrued interest at a rate equal to 14% per annum since the Issuance Date (in lieu of and notwithstanding the interest rate otherwise specified herein), provided that any additional interest above the rate otherwise specified herein and payable by reason of the Company pursuant operation of this paragraph shall not be due and payable until the date on which this Note is actually required to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal Company. In the event that Holder elects to the product of (A) exercise the Redemption Premium Right, then the payment by the Company of the redemption price in accordance with this paragraph shall constitute the sole and (B) the Note Amount being redeemed (the “exclusive remedy of Holder with respect to any breach or Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b)Note, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates Purchase Agreement, and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to beTransaction Documents, and shall be deemedby electing to exercise the Redemption Right, a reasonable estimate of the Holder’s actual loss of its investment opportunity Holder irrevocably waives any and not as a penaltyall provisions.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”" and the date thereof, the "Event of Default Redemption Notice Date") to the Company, which Event of Default Redemption Notice shall indicate the portion Conversion Amount of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed together with any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the Event of Default Redemption Premium Date (as defined below) and (B) the Note Redemption Premium and (ii) the sum of (x) the product of (A) the Conversion Rate with respect to such Conversion Amount being redeemed in effect at such time as the Holder delivers an Event of Default Redemption Notice and (B) the greatest Closing Sale Price of the Common Shares during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice and (y) any Make Whole Amount and accrued and unpaid Interest on the Conversion Amount and Late Charges, if any, on such Conversion Amount and Interest through the Event of Default Redemption Date (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At The Company shall be entitled, on any time after day (the earlier of "Calculation Date") on which the Holder’s receipt of an Event of Default Notice Closing Price (as defined in Section 15(f)below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $11.25, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Holder becoming aware Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of an Event Common Stock of Default, the Holder may require Company were then traded. The Redemption Price shall be paid by the Company to redeem the Holder within two (an “Event 2) business days of Default Redemption”the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) all or any portion on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Note by delivering written notice thereof Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the “Event "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of Default Redemption Notice”any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments business of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltycorporation.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f14(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 119. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $[ ] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $[150,000]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because ownership of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyoutstanding Warrants.

Redemption Right. At (a) Except as provided in Section 8.5(e), at any time and from time to time after the earlier of Final Settlement Date and until the Holder’s receipt of an Event of Default Notice Termination Date, any LIH Shareholder shall have the right (as defined in Section 15(f)the “Redemption Right”) (subject to the terms and the Holder becoming aware of an Event of Default, the Holder may conditions set forth herein) to require the Company to redeem all or a portion of the Class A Shares held by the LIH Shareholder (an such Class A Shares being hereafter referred to as “Event of Default RedemptionTendered Shares”) in exchange for the Adjusted Cash Amount applicable to such Tendered Shares. The LIH Shareholder shall have no right, with respect to any Class A Shares so redeemed, to receive any distributions from the Company with a Company Record Date on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company. The Adjusted Cash Amount shall be payable in accordance with the LIH Shareholder’s instructions set forth in the Notice of Redemption on or prior to the Specified Redemption Date. (b) Notwithstanding the provisions of Section 8.5(a) above, if an LIH Shareholder has delivered to the Company a Notice of Redemption, then Equity One may, in its sole and absolute discretion, elect to assume and satisfy the Company’s obligation to satisfy the Redemption Right with respect to some or all of the Tendered Shares and acquire such Tendered Shares from the LIH Shareholder in exchange for the Adjusted REIT Shares Amount applicable to such Tendered Shares and, if Equity One so elects, the LIH Shareholder shall sell, as of the Specified Redemption Date, such Tendered Shares to Equity One in exchange for the Adjusted REIT Shares Amount applicable to such Tendered Shares as of the Specified Redemption Date. In such event, the LIH Shareholder shall have no right to cause the Company to redeem such Tendered Shares. Equity One shall give the LIH Shareholder written notice of its election on or before the close of business on the fifth (5th) Business Day after the Company’s receipt of the Notice of Redemption. The REIT Shares, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and free of any portion pledge, lien, encumbrance or restriction, other than those provided in the Articles of Incorporation, and the delivery of the REIT Shares shall be made without charge to the LIH Shareholders for any stamp or other similar tax in respect of such Shares. Notwithstanding any delay in such delivery, the LIH Shareholder shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Class A Shares might be exchanged shall bear the legends contemplated by Section 8.2 of the Equityholders Agreement and such other legends as required by the Articles of Incorporation. (c) In the event that (i) the Company redeems any Tendered Shares for cash as provided in Section 8.5(a), then the Company shall be required to pay to the LIH Shareholder on the Specified Redemption Date in addition to the Adjusted Cash Amount as provided in Section 8.5(a), an amount in cash equal to (a) the annualized cash dividend paid on REIT Shares for the preceding year, multiplied by (b) the Adjusted REIT Shares Amount with respect to such Tendered Shares, multiplied by (c) a fraction, the numerator of which number is the number of days between the Specified Redemption Date and the immediately preceding Company Record Date and the denominator of which is three hundred sixty five (365). (d) As of the Effective Date, Equity One has granted to LIH a waiver of restrictions on ownership and transfer set forth in the Articles of Incorporation in the form attached hereto as Exhibit D. (e) Notwithstanding anything herein to the contrary, with respect to any redemption or exchange for REIT Shares pursuant to this Section 8.5, the LIH Shareholder exercising its Redemption Right shall continue to own all Tendered Shares, and be treated as a Shareholder with respect to such Tendered Shares for all purposes of this Note Agreement, until the Specified Redemption Date. For purposes of clarity, no LIH Shareholder shall have any rights as a stockholder of Equity One with respect to the Class A Shares held by delivering written notice thereof the LIH Shareholder. (f) The Redemption Right set forth in this Section 8.5 shall terminate on the tenth (10th) anniversary of the Effective Date (the “Event Termination Date”). (g) The Redemption Right set forth in this Section 8.5 is personal to LIH Shareholders and may not be transferred or assigned to any Person who is not an LIH Shareholder. (h) Any LIH Shareholder may elect to give a Notice of Default Redemption Notice”that is conditional on closing of a Qualified Offering under the Registration Rights Agreement, in which case, if Equity One elects to exercise its rights under 8.5(b) to acquire the Tendered Shares, the sale will be conditional upon and occur immediately prior to the closing of the Qualified Offering. (i) If an LIH Shareholder exercises the Redemption Right and Equity One does not elect to acquire all of the Tendered Shares pursuant to Section 8.5(b), then the LIH Shareholder may, at any time within ten (10) Business Days after the Company’s receipt of the Notice of Redemption, withdraw its exercise of the Redemption Right (and the related Notice of Redemption) by giving written notice of such withdrawal to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require and the Company to redeem. Each portion of this Note subject to shall not effect the redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyTendered Shares.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $[__]5 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Ordinary Share for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(vi) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of Warrants. 5 250% of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyoffering price.

Redemption Right. At (a) Notwithstanding anything herein to the contrary, this Warrant may be redeemed at the option of the Company in whole or in part on a pro-rata basis, upon the closing price of the Common Stock on the Trading Market on which it is then traded has equaled or exceeded $8.50 per share for ten (10) consecutive Trading Days (the “Redemption Condition”). The Company shall provide prompt notice to the Holder upon meeting of the Redemption Condition as provided in Section 6(h) below (the “Notice”). Following or concurrent with the delivery of the Notice, the Company may, at its option, notify the Holder of its election to redeem the Warrants (the “Redemption Notice”), which Redemption Notice shall be delivered no less than 30 calendar days prior to the Redemption Date (as defined below). (b) The price at which Warrants may be redeemed (the “Redemption Price”) is $[0.0001] per Warrant. On and after the date upon which the Warrants are redeemed by the Company (the “Redemption Date”), the Holders of redeemed Warrants shall have no further rights pursuant to the Warrants except to receive payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Warrants to the Company. (c) Following the delivery of the Notice, if the Company elects to redeem this Warrant, the Company shall promptly send the Redemption Notice to the Holder of Warrants (i) notifying the Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable law. Notwithstanding any provision to the contrary herein, Warrants noticed for redemption may not be exercised at any time after the earlier 30th calendar day following the date on which the notice of redemption shall have been given by the Company and prior to the Redemption Date unless the Company defaults on payment of the Redemption Price on the Redemption Date. (d) From and after the Redemption Date, all Warrants noticed for redemption that have not theretofore been exercised by the Holder shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (e) The Holder undertakes to return the certificate representing any redeemed Warrants to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s receipt failure to return such certificate. In the event the certificate so returned represents a number of an Event Warrants in excess of Default Notice (the number being redeemed, the Company shall as defined in Section 15(f)) and promptly as practicable issue to the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company a new certificate in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity book-entry form for the Holder. Accordingly, any Redemption Premium with respect to an Event number of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyunredeemed Warrants.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $1.20751 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Ordinary Share for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. 1 150% of the Exercise Price. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $[__]5 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Ordinary Share for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At any time after the earlier A Holder of the Holder’s receipt PISTONS may redeem the PISTONS at its option (the “Redemption Right”) in whole or in part, on any Trading Day during the first five calendar days of an Event of Default Notice each month (as defined each, a “Monthly Redemption Period”), beginning in Section 15(fOctober 2005 and ending in September 2010 (such day being the “Redemption Date”)) and , provided that the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem Trustee receives a notice (an “Event Official Notice of Default Redemption”) from such Holder by 12:00 p.m. New York City time on the last Trading Day in such Monthly Redemption Period. If a Holder of the PISTONS so redeems the PISTONS, such Holder will receive for each PISTONS a cash amount (the “Redemption Price”) equal to (1) the Net Investment Value of the PISTONS on the Trading Day following the fifth calendar day of that Monthly Redemption Period (the “Redemption Valuation Date”) minus (2) a Redemption Adjustment Amount of 0.15% of the Net Investment Value on that Redemption Valuation Date. Such cash amount will be paid to the Trustee for delivery on the fifth Trading Day following the Redemption Valuation Date. The Redemption Price will be rounded to the fourth decimal place and will not include the amount of unpaid Monthly Investment Payment accrued to and including the Redemption Date. So long as the PISTONS are represented by this Note and are held on behalf of DTC, only DTC may exercise the Redemption Right with respect to the PISTONS. Accordingly, beneficial owners of the PISTONS that desire to have all or any portion of this Note their PISTONS redeemed must instruct the participant through which they own their interest to direct DTC to exercise the Redemption Right on their behalf by delivering written notice thereof forwarding the Official Notice of Redemption to the Company. In order to ensure that the Company receives the instruction on a particular day, the applicable beneficial owner must so instruct the participant through which it owns its interest before the participant’s deadline for accepting instructions from the customer. All instructions given to participants from beneficial owners of the PISTONS relating to the right to redeem their PISTONS will be irrevocable. PAYMENT AT MATURITY The PISTONS will mature on September 23, 2010. On the Stated Maturity Date, Holders of the PISTONS will receive for each PISTONS the Maturity Payment described below. The Maturity Payment for each PISTONS equals the Net Investment Value of the PISTONS on September 16, 2010, the fifth Trading Day before the Stated Maturity Date (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption PriceFinal Valuation Date”). Redemptions required If no Closing Value of the BXM Index is available on the Final Valuation Date because of a Market Disruption Event or otherwise, then the Final Valuation Date will be the immediate succeeding Trading Day on which no Market Disruption Event has occurred. Notwithstanding the foregoing, the Final Valuation Date will be no later than the second Trading Day preceding the Stated Maturity Date. If no Closing Value of the BXM Index is available on any Trading Day other than the Final Valuation Date because of a Market Disruption Event or otherwise, or if the Closing Value of the BXM Index could not be determined in the manner specified in the first and second sentences of this paragraph, the value of the BXM Index for that Trading Day will be calculated by this Section 4(b) shall be made the calculation agent in accordance with the provisions formula for and method of Section 11. To calculating the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction BXM Index last in effect prior to be prepayments the commencement of the Note by Market Disruption Event or otherwise, using (x) in respect of the CompanyS&P 500 Index, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that the closing price (or, if trading in the event of the Company’s redemption of any portion of the Note under this Section 4(b)relevant securities has been materially suspended or materially limited, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable its good faith estimate of the Holder’s actual loss closing price that would have prevailed but for such suspension or limitation) at the close of the principal trading session of the relevant exchange on that date of the securities most recently comprising the S&P 500 Index; and (y) in respect of the call option included in the BXM Index, the arithmetic average of the last bid and ask prices (or, if trading in call options has been materially suspended or materially limited, its investment opportunity good faith estimate of the arithmetic average of the last bid and not as a penaltyask prices that would have prevailed but for such suspension or limitation) of the call option reported before 4:00 p.m. (New York City time) on that date. The relevant exchange is the primary U.S. organized exchange or market of trading for any security then included in the BXM Index, the S&P 500 Index or any successor index.

Redemption Right. At any time 5.6.1 If 90% or more in aggregate principal amount of Debentures outstanding on the date the Company provides the Change of Control Notice and Offer to holders of the Debentures have been tendered for redemption pursuant to the Offer on the expiration thereof, the Company has the right and obligation upon written notice provided to the Trustee in the manner provided in section 12.3 within 10 days following the expiration of the Offer, to redeem and shall redeem all the Debentures remaining outstanding on the expiration of the Offer at the Total Offer Price (the "90% REDEMPTION RIGHT"). 5.6.2 Upon receipt of notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Trustee shall promptly provide written notice in the manner provided in section 12.2 to each Debenture holder that did not previously accept the Offer that: (a) the Company has exercised the 90% Redemption Right and is redeeming all outstanding Debentures effective on the expiry of the Offer at the Total Offer Price, and shall include a calculation of the amount and type of consideration payable to such holder as payment of the Total Offer Price; (b) each such holder must transfer their Debentures to the Trustee on the same terms as those holders that accepted the Offer and must send their respective Debentures, duly endorsed for transfer, to the Trustee within 10 days after the earlier sending of such notice; and (c) the rights of such holder under the terms of the Holder’s receipt Debentures and this Indenture cease effective as of an Event the date of Default Notice (as defined in Section 15(f)) expiry of the Offer provided the Company has, on or before the time of notifying the Trustee of the exercise of the 90% Redemption Right, paid or deposited the Total Offer Price to, or to the order of, the Trustee and thereafter the Debentures shall not be considered to be outstanding and the Holder becoming aware holder shall not have any right except to receive such holder's Total Offer Price upon surrender and delivery of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made such holder's Debentures in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyIndenture.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f14(g)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) 125% and (B) the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note Amount being redeemed quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Not less than ten (10) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof to the Holder (a "Change of Control Notice") setting forth a description of such transaction in reasonable detail and the anticipated date of the consummation of such Change of Control if then known. At any time during the period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Company or any of its Subsidiaries (the "Announcement Date"), upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder's receipt of a Change of Control Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the earlier date of the Holder’s receipt consummation of an Event such Change of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultControl, the Holder may require the Company to redeem (an “Event a "Holder Change of Default Control Redemption”") all or any portion of this Note by delivering written notice thereof (the “Event a "Holder Change of Default Control Redemption Notice”") to the Company, which Event Holder Change of Default Control Redemption Notice shall indicate the portion of this Note Redemption Amount the Holder is electing to require the Company to redeem. Each Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a "Company Change of Control Redemption" and, together with a Holder Change of Control Redemption, a "Change of Control Redemption") all but not less than all of this Note by delivering written notice (a "Company Change of Control Redemption Notice" and, together with a Holder Change of Control Redemption Notice, a "Change of Control Redemption Notice") to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product sum of (A) the Redemption Premium Amount of the Notes being redeemed and (B) the Note Make-Whole Amount being redeemed (the “Event "Change of Default Control Redemption Price”"). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 118 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after Subject to the earlier terms and conditions herein (including without limitation Section 4(c) below), in the event that the Company enters into an agreement with a nationally recognized investment banking firm ("UNDERWRITER") to effect a firm commitment registered underwritten public offering of Common Stock (excluding equity-line transactions and transactions with affiliates) yielding proceeds for the Company in excess of $10 million ("OFFERING") and such Underwriter requires that the Company redeem all or part of the Holder’s receipt outstanding Notes in full as a condition for consummating such Offering, then the Company shall have the right to redeem for cash such portion of the outstanding Notes as the Underwriter requires to be redeemed at a redemption price equal to (a) the Principal Amount outstanding of the Notes (which includes default interest and Accreted Amounts accrued hereunder through the redemption date), plus (b) the dollar amount of default interest and Accreted Amounts (in cash) which would have accrued and accreted on the outstanding Notes being redeemed from the redemption date through the originally scheduled Maturity Date had such Notes remained outstanding until the Maturity Date. In order to exercise such redemption right, the Company shall deliver to all holders of Notes an Event irrevocable redemption notice ("REDEMPTION NOTICE") electing to so redeem at least 30 days prior to any such redemption (the period between such Redemption Notice and such actual redemption hereinafter referred to as the "REDEMPTION NOTICE PERIOD"), provided that the Company may not deliver such notice if there is not Effective Registration at such time. The redemption date shall occur no earlier than the closing of Default Notice the Offering and no later than fifteen (15) days following the closing of the Offering. If the Offering is not consummated as defined contemplated herein, the Company shall not have the right to redeem the Notes in Section 15(f)) connection with such Offering and the Holder becoming aware applicable Redemption Notice shall be deemed null and void and of an Event of Defaultno further force or effect. For clarification purposes, the Holder may require shall have the Company right to redeem (an “Event of Default Redemption”) convert any or all or any portion of this Note by delivering written notice thereof (at any time and from time to time during the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyPeriod.

Redemption Right. Promptly after the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) the Conversion Amount to be redeemed and (y) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Premium Notice and (B) the Note Amount being redeemed Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in In the event of the Company’s a partial redemption of any portion of the this Note under this Section 4(b)pursuant hereto, the Holder’s damages would principal amount redeemed shall be uncertain and difficult deducted from the Installment Amounts relating to estimate because of the parties’ inability to predict future interest rates and applicable Installment Dates as set forth in the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyRedemption Notice.

Redemption Right. At The shares of Senior Preferred will not be redeemable, except as otherwise agreed between the Company and any time after holder or holders of Senior Preferred and except that: (i) during the earlier of period beginning on March 8, 2005 and ending on March 8, 2006 (the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f“Initial Redemption Period”)) and the Holder becoming aware of an Event of Default, the Holder may require Company may, upon 15 business days prior notice to the Company to holders of Senior Preferred, redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof the then-outstanding Senior Preferred at 100% of the then-applicable Liquidation Price plus accrued and unpaid dividends to the date of payment; and (ii) provided it has redeemed during the period from July 15, 2005 through the end of the Initial Redemption Period at least 400,000 shares of Senior Preferred Stock, the Company shall have the right during the period beginning on March 9, 2006 and ending on December 31, 2006 (the “Event of Default Second Redemption NoticePeriod”) ), upon 15 business days prior notice to the Companyholders of Senior Preferred, which Event of Default Redemption Notice shall indicate the to redeem all or any portion of this Note the Holder is electing then-outstanding Senior Preferred at 100% of the then-applicable Liquidation Price plus accrued and unpaid dividends to require the date of payment; and (iii) provided the Company to redeem. Each portion has redeemed during the period beginning on July 15, 2005 through the end of this Note subject to redemption by the Second Redemption Period at least 800,000 shares of Senior Preferred Stock, the Company pursuant to this Section 4(b) shall be redeemed by have the Company in cash by wire transfer of immediately available funds at a price equal to right during the product of (A) the Redemption Premium period beginning on January 1, 2007 and (B) the Note Amount being redeemed ending on December 31, 2007 (the “Event Third Redemption Period,” each of Default the Initial Redemption PricePeriod, the Second Redemption Period and the Third Redemption Period being called a “Redemption Period”). Redemptions required by this Section 4(b) shall be made in accordance with , upon 15 business days prior notice to the provisions holders of Section 11. To the extent redemptions required by this Section 4(b) are deemed Senior Preferred, to redeem all or determined by a court of competent jurisdiction to be prepayments any portion of the Note by then-outstanding Senior Preferred at 100% of the Company, such redemptions then-applicable Liquidation Price plus accrued and unpaid dividends to the date of payment; and (iv) beginning on the fifth anniversary of the expiration of the last Redemption Period during which the Company shall be deemed have the right to be voluntary prepayments. The parties hereto agree that in the event of redeem Senior Preferred Stock based on the Company’s redemption of Senior Preferred pursuant to subparts (i) through (iii) of this Section 7(a), the Company may, upon 15 business days prior notice to the holders of Senior Preferred, redeem all or any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because then-outstanding Senior Preferred at 101% of the parties’ inability then-applicable Liquidation Price plus accrued and unpaid dividends to predict future interest rates and the uncertainty date of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltypayment.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $[__]5 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Ordinary Share for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of Warrants. 5 250% of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyoffering price.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the product Event of (A) Default at the Redemption Premium and (B) greater of the Note Amount being redeemed Default Interest Rate or the maximum rate permitted under applicable law (the “"Event of Default Redemption Price”)") together with liquidated damages of $250,000 pro-rata based on the entire amount raised plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made with a cap at 5%. Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $[___] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $[____]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $[___] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded 250% of the Holder’s receipt offering price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of an Event of Default Notice the Ordinary Shares for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is [$0.001] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Shares shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(vi) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becomes aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty (as defined in Section 15(f)20) and Trading Days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Event Change of Default Control Redemption NoticeNotice Date”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the sum of (i) the Conversion Amount being redeemed and the Make-Whole Amount and (y) the sum of (i) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period and (ii) the Make-Whole Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 8 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b) 8.2 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 7.4, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 8.2) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 7. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b)8.2, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b) 8.2 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one Business Day deliver written notice thereof via confirmed facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion amount of Principal of this Note the Holder is electing to require the Company to redeem. Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “"Event of Default Redemption Price”)") equal to 110% of the Outstanding Amount to be redeemed. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 119, to the extent applicable. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Outstanding Amount submitted for redemption under this Section 4(b) may be exchanged, in whole or in part, by the Holder into Common Stock pursuant to Section 3 hereof. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the this Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At Upon the occurrence of an Event of Default with respect to this FILO C Note, the Issuer shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. Subject to the terms of each Intercreditor Agreement, at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company Issuer to redeem all (an “Event of Default Redemption”but not less than all) all or any portion of this FILO C Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompanyIssuer. Subject to the terms of each Intercreditor Agreement, which Event of Default Redemption Notice shall indicate the each portion of this Note the Holder is electing to require the Company to redeem. Each portion of this FILO C Note subject to redemption by the Company Issuer pursuant to this Section 4(b) shall be redeemed by the Company Issuer in cash by wire transfer of immediately available funds at a price equal to (x) 100% of the product of (A) the Redemption Premium and (B) the Note Amount Principal being redeemed plus (y) accrued and unpaid interest thereon (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this FILO C Note by the CompanyIssuer, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that Notwithstanding anything to the contrary in the event of the Company’s redemption of any portion of the Note under this Section 4(b)4, until the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) is intended may be converted, in whole or in part, by the parties Holder into Common Stock pursuant to beSection 3. Notwithstanding anything to the contrary contained herein, and any exercise of remedies pursuant to this Section 4(b) shall be deemed, a reasonable estimate subject to Section 6.3 of the Holder’s actual loss of its investment opportunity and not as a penaltyNote Purchase Agreement.

Redemption Right. At any time within thirty (30) calendar days after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f14(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1110. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. An Event of Default Notice shall include (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of DefaultDefault and ending on the fifteenth (15th) Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice (each such period, an “Event of Default Redemption Right Period”), the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) the product of (A) the Redemption Premium Conversion Amount being redeemed and (B) the Note Amount being redeemed quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Event of Default Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Promptly after the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the sum of (i) the amount of the accrued and unpaid Interest on the Conversion Amount to be redeemed and (ii) the greater of (x) the product of (A1) the Conversion Amount to be redeemed and (2) the Redemption Premium and (By) the Note product of (1) the Conversion Rate with respect to such Conversion Amount being redeemed in effect at such time as the Holder delivers an Event of Default Redemption Notice and (2) the Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (the “"Event of Default Redemption Price”"); provided, however, that the Holder shall only be entitled to receive an Event of Default Redemption Price equal to clause (y) above to the extent that because of the Event of Default the Holder is unable to convert this Note into Common Stock (including as a result of the Company's failure to honor Conversion Notices delivered pursuant to Section 3(c)) or to immediately trade shares of Common Stock pursuant to conversion of this Note. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty12.

Redemption Right. At (i) Notwithstanding anything to the contrary herein, but subject to the remainder of this Section 6.20(b), Purchaser may, in its sole discretion, at any time, and from time after to time, during the earlier Lock-Up Period, deliver irrevocable written notice to Seller, which notice shall specify the number of shares of Parent Common Stock comprising the Holder’s receipt Stock Consideration (such number of an Event of Default Notice (as defined in Section 15(f)) shares the “Redemption Shares” and the Holder becoming aware date of an Event of Default, the Holder may require the Company to redeem (an any such notice a “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption NoticeDate”) to the Companybe forfeited by Seller to Parent in exchange for cash (each a “Redemption”), which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing and pay to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash Seller by wire transfer of immediately available funds at a price to an account or accounts designated by Seller in writing (net of any amounts required to be placed into escrow pursuant to Section 6.20(b)(ii) or Section 6.20(b)(iii), as applicable) an amount (the “Redemption Amount”) equal to the product greatest of (A) the number of Redemption Premium and Shares multiplied by the Stock Price, (B) the Note number of Redemption Shares multiplied by the volume weighted average price of the Parent Common Stock during the 20-Trading Day period immediately preceding the Redemption Date, or (C) the number of Redemption Shares multiplied by 90% of the price per share of Parent Common Stock at the close of the Trading Day on the Redemption Date, or if such Redemption Date is not on a Trading Day, then on the close of the last Trading Day immediately preceding the Redemption Date. In connection with any such Redemption, Parent and Seller shall promptly (but in no event more than two Business Days from any Redemption Date) take all action necessary or required to cause the forfeiture of such Redemption Shares to Parent, including providing Parent’s transfer agent with any applicable Transfer Agent Documentation. Purchaser shall pay or shall cause to be paid to Seller any such Redemption Amount being redeemed promptly (but in any event on or prior to the “Event of Default second Business Day after the Redemption Price”). Redemptions required by this Section 4(bDate) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed terms hereof unless all or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under Redemption Amount is placed into escrow in accordance with the remainder of this Section 4(b6.20(b); provided that Purchaser shall not be required to pay the Redemption Amount to Seller until any necessary Transfer Agent Documentation from Seller has been provided to Parent’s transfer agent in connection with the forfeiture or release of the applicable Redemption Shares. Notwithstanding anything to the contrary set forth in this Section 6.20(b)(i): (x) Purchaser shall be permitted to make a Redemption of Indemnity Stock only if it makes a Redemption of all, but not less than all, of the remaining Indemnity Stock then held by Seller, and (y) Purchaser shall be permitted to make a Redemption of the Purchase Price Adjustment Stock Consideration only if it makes a Redemption of all, but not less than all, of the remaining Purchase Price Adjustment Stock Consideration then held by Seller. (ii) In the event that the Purchase Price Adjustment Stock Consideration is redeemed in accordance with Section 6.20(b)(i) prior to the payment of the Final Post-Closing Adjustment Amount in accordance with Section 2.07, then (A) an amount equal to the Purchase Price Adjustment Escrow Amount will be withheld by Purchaser and shall not be paid to Seller pursuant to Section 6.20(b)(i), (B) Parent and Seller shall, as soon as reasonably practicable, enter into an escrow agreement (the Holder’s damages would be uncertain “Escrow Agreement”) (and difficult reasonably cooperate to estimate because satisfy any know-your-customer or other requirements to open an escrow account with the Escrow Agent) with the Escrow Agent or amend the Escrow Agreement to provide for the deposit of the parties’ inability Purchase Price Adjustment Escrow Amount into a separate escrow account (the “Purchase Price Adjustment Escrow Account”) with the Escrow Agent and (C) promptly thereafter, Parent shall deposit the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account. The Purchase Price Adjustment Escrow Amount shall be held in the Purchase Price Adjustment Escrow Account and be disbursed by the Escrow Agent pursuant to predict future interest rates Section 2.07 and the uncertainty terms and provisions set forth in the Escrow Agreement. Parent and Seller shall share equally the payment of any fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement. (iii) In the event that the Indemnity Stock is redeemed in accordance with Section 6.20(b)(i), then (A) an amount equal to the Indemnity Escrow Amount (or, if lesser, the aggregate Redemption Amount of the availability of a suitable substitute investment opportunity Indemnity Stock then held by Seller) will be withheld by Purchaser and shall not be paid to Seller pursuant to Section 6.20(b)(i), (B) Parent and Seller shall, as soon as reasonably practicable, enter into the Escrow Agreement (and reasonably cooperate to satisfy any know-your-customer or other requirements to open an escrow account with the Escrow Agent) with the Escrow Agent or amend the Escrow Agreement to provide for the Holderdeposit of the Indemnity Escrow Amount into a separate escrow account (the “Indemnity Escrow Account”) with the Escrow Agent and (C) promptly thereafter, Parent shall deposit the Indemnity Escrow Amount (or such lesser amount) into the Indemnity Escrow Account with the Escrow Agent. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended The Indemnity Escrow Amount shall be held in the Indemnity Escrow Account and be disbursed by the parties Escrow Agent pursuant to be, Section 11.07 and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity terms and not as a penaltyprovisions set forth in the Escrow Agreement.

Redemption Right. At i. Beginning on the one-year anniversary of the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the earlier date on which (i) the closing price of the HolderCompany’s receipt common stock on the Company’s primary Trading Market has equaled or exceeded $5.00 for ten (10) consecutive Trading Days and (ii) the daily trading volume of an Event the Common Stock on the Company’s primary Trading Market has exceeded 100,000 shares on each of Default Notice such ten (as defined 10) Trading Days referred to in Section 15(f5(f)(i)) and the Holder becoming aware of an Event of Default, the Holder . ii. The price at which this Warrant may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof be redeemed (the “Event of Default Redemption NoticePrice”) to is $0.025 per Warrant Share. On and after the Company, date upon which Event of Default Redemption Notice shall indicate the portion of this Note the Holder such Warrant is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption PriceDate”). Redemptions required by this Section 4(b) , the Holder of a redeemed Warrant shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction entitled to be prepayments payment of the Note Redemption Price upon surrender of the Warrant to the Company. iii. Notice of redemption of this Warrant shall be given at least 30 days’ prior to the Redemption Date by the CompanyCompany (i) notifying the Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, such redemptions any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed to be voluntary prepayments. The parties hereto agree that in cancelled and void and of no further force or effect without any further act or deed on the event part of the Company’s . v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption of and to indemnify the Company with respect to any portion of the Note under this Section 4(b)losses, claims, damages or liabilities arising from the Holder’s damages would be uncertain and difficult failure to estimate because return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the parties’ inability number being redeemed, the Company shall as promptly as practicable issue to predict future interest rates and the uncertainty of the availability of Holder a suitable substitute investment opportunity new certificate in book-entry form for the Holder. Accordingly, any Redemption Premium with respect to an Event number of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyunredeemed Warrant Shares.

Redemption Right. (i) At any least 45 days before the consummation of a Change of Control, but in no event later than 15 days prior to the record date for the determination of stockholders entitled to vote with respect thereto (or, with respect to a tender offer, or a change in the Board of Directors, if the Company is unable to comply with this time after requirement because of the earlier nature of the Change of Control, as soon as the Company reasonably believes that the Change of Control is to be consummated), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) shall be calculated based upon the Holder’s receipt of an Event the later Change of Default Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder’s receipt of a Change of Control Notice (as defined in Section 15(f)) and ending on the Holder becoming aware date that is 15 Trading Days after the later of an Event the consummation of Defaultsuch Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5 (the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Price (as defined in Section 5(b)(ii)), which shall be payable in cash or, at the sole election of the Holder and subject to Section 3(d), by wire transfer delivery of immediately available funds at a price number of shares of Common Stock equal to the product Change of Control Redemption Price divided by the average of the Weighted Average Prices of the Common Stock for each of the three consecutive Trading Days ending on the Trading Day immediately prior to the effective date of the Change of Control. (Aii) the Redemption Premium and (B) the Note Amount being redeemed (As used in this Section 5, the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) ” shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.mean:

Redemption Right. No later than ten (10) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time after during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of an Event a Change of Default Control Notice and ending twenty-five (as defined in Section 15(f)25) and days after the Holder becoming aware date of an Event the consummation of Defaultsuch Change of Control, the Holder may require the Company to redeem (an a “Event Change of Default Control Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event Change of Default Control Redemption Notice”) to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Amount the Holder is electing to require the Company to redeem; provided however, that in the event of the Proposed Rennova Issuance (defined in Section 6 below) the Holder shall not be entitled to a Change of Control Redemption and will instead be entitled to the involuntary exchange described in Section 6 below. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event Change of Default Control Redemption Price”). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the CompanyCompany and the holders of the Senior Indebtedness, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Conversion Amount being redeemed (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 1113. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the event Event of Default Redemption Price (together with any interest thereon) is paid in full, the Company’s Conversion Amount submitted for redemption of any portion of the Note under this Section 4(b)5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. Notwithstanding anything to the contrary in the foregoing, the Holder’s damages would be uncertain and difficult to estimate because right of the parties’ inability Holder to predict future interest rates and require redemption of all or a portion of this Note is subject to the uncertainty subordination provisions of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty4 hereof.

Redemption Right. At i. Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP has equaled or exceeded $[●]2 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem (an “Event the Company. iii. Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. __________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. At (i) Beginning on the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the earlier date on which (i) the VWAP exceeded $[ ] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder’s receipt of an Event of Default Notice Common Stock for such ten (as defined 10) Trading Day period referred to in this Section 15(f2(f)(i) exceeded $[150,000]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)) and the Holder becoming aware of an Event of Default, the Holder may require of a redeemed Warrant shall be entitled to payment of the Company Redemption Price upon surrender of the Warrant to redeem the Company. (an “Event iii) Notice of Default Redemption”) all or any portion redemption of this Note by delivering written notice thereof Warrant (the “Event of Default Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, which Event the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Default Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall indicate be void), unless, from the portion beginning of this Note the Holder is electing to require Redemption Notice Date through the Redemption Date, (1) the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made have honored in accordance with the provisions terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 11. To the extent redemptions required by this Section 4(b2(e) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepaymentsherein. The parties hereto agree that in the event of the Company’s redemption of any portion of right to call the Note Warrants under this Section 4(b), 2(f) shall be exercised ratably among the Holders based on each Holder’s damages would be uncertain and difficult to estimate because initial purchase of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyWarrants.

Redemption Right. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof to the Holder (a "Change of Control Notice"). At any time after during the period beginning on the earlier to occur of (i) any written agreement by the Holder’s receipt Company or any of an Event its Subsidiaries, upon consummation of Default Notice which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (as defined in Section 15(f)ii) and the Holder becoming aware of an Event a Change of DefaultControl and (iii) the Holder's receipt of a Change of Control Notice and ending twenty (20) Business Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion of this Note Conversion Amount the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to (i) before the Public Company Date, 125% of the Conversion Amount and (ii) after the Public Company Date, the greater of (1) 125% of the Conversion Amount and (2) the product of (I) the Conversion Amount being redeemed and (II) the quotient determined by dividing (A) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control, and ending on the date the Holder delivers the Change of Control Redemption Premium and Notice, by (B) the Note Amount being redeemed lowest Conversion Price in effect during such period (the “Event "Change of Default Control Redemption Price”"). Redemptions required by this Section 4(b) 5 shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event Change of Default Control redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty. Notwithstanding anything to the contrary contained herein, if the Required Holders explicitly approve of a Change of Control transaction in writing, the Required Holders shall be deemed to have waived their rights hereunder to redeem Notes for an amount in excess of the applicable Conversion Amount in connection with such Change of Control transaction. Any such waiver by the Required Holders will apply to all holders of Notes.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note, the Company shall within two (2) Business Days after the day on which the Company is aware of the Event of Default deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeemhave redeemed. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) the Conversion Amount to be redeemed and (y) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Premium Notice and (B) the Note Amount being redeemed Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 1112. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.