Common use of Redemption Right Clause in Contracts

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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (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.

Redemption Right. At least 45 days before Upon the consummation occurrence of a Change an Event 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, Default with respect to a tender offer, this Note 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 Controlany 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 (a “Change Holder. At any time after the earlier 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 an Event of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder's receipt of a Change of Control Default Notice and ending on the date that is thirty (30) days after delivery Holder becoming aware of the Change an Event of Control NoticeDefault, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the portion amount of Principal of this Note that the Holder is electing to redeem. The Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for at a price (the Change “Event of Control 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 12, 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 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 redemption of any portion of this Note under this Section 4(b), which 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 premium due under this Section 4(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Holder's receipt Holder becoming aware of a Change an Event of Control Notice and ending on the date that is thirty (30) days after delivery of the Change of Control NoticeDefault, 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 “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeemrequire the Company to redeem and the date of such Event of Default Redemption (the “Event of Default Redemption Date”). The Each portion of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”5(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 Event of Default at the 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 5(b) shall be made in accordance with the Change provisions of Control Section 10. To the extent an Event of Default Redemption is deemed or determined by a court of competent jurisdiction to be a prepayment of the Note by the Company, such redemption shall be deemed to be a voluntary prepayment. 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which 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 Event of Default Redemption Price due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 (i) No sooner than sixty (60) days before nor later than ten (10) days prior to 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 or email 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 of Holder's ’s receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery or public announcement of the a Change of Control Noticeand ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion amount of this Note that Principal the Holder is electing to redeemrequire the Company to redeem 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. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for at a price (the “Change of Control Redemption Price”) equal to the amount of the Company Redemption Price (as defined in Section 5(b)(ii8(b)), which and shall be payable paid in cashaccordance 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 Change of Control Redemption Date).

Redemption Right. At least 45 days before The Company shall be entitled, on any day (the consummation "Calculation Date") on which the Closing Price (as defined 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 Change of Control, but in no event later than 15 days prior written notice (the "Redemption Notice") 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 Holder that the Company is unable to comply with will redeem this time requirement because of Warrant (the nature of "Redemption Date") at the Change of ControlRedemption Price (as defined below) provided, as soon as the Company reasonably believes however, 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 have such right if and overnight courier to the Holder only if (x) for a “Change period 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery 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 Change Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of Control Notice1933, as amended, by the Holder holder of this Warrant (or may require otherwise be resold publicly without restriction) and sales of the 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 Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to redeem all or any portion the Holder within two (2) business days of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeemDate. The portion of this Note subject to redemption pursuant to this Section 5 ("Redemption Price" shall equal the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 5(b)(ii)1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this 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 "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of 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 payable the fair market value as reasonably determined in cashgood 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 business of the corporation.

Redemption Right. At least 45 days before The Company shall be entitled, on any day (the consummation "Calculation Date") on which the Closing Price (as defined 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 Change of Control, but in no event later than 15 days prior written notice (the "Redemption Notice") 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 Holder that the Company is unable to comply with will redeem this time requirement because of Warrant (the nature of "Redemption Date") at the Change of ControlRedemption Price (as defined below) provided, as soon as the Company reasonably believes however, 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 have such right if and overnight courier to the Holder only if (x) for a “Change period 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery 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 Change Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of Control Notice1933, as amended, by the Holder holder of this Warrant (or may require otherwise be resold publicly without restriction) and sales of the 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 Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to redeem all or any portion the Holder within two (2) business days of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeemDate. The portion of this Note subject to redemption pursuant to this Section 5 ("Redemption Price" shall equal the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 5(b)(ii)1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this 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 "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of 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 payable the fair market value as reasonably determined in cashgood 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 business of the corporation.

Redemption Right. At least 45 days before (i) Upon the consummation occurrence of a Change an Event 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, Default with respect to a tender offer, this Note 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 Controlany 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 (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 of the Holder's ’s receipt of a Change an Event of Control Default Notice and ending on the date that is thirty (30) days after delivery Holder becoming aware of the Change an Event of Control NoticeDefault, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the portion amount of Principal of this Note that the Holder is electing to redeemrequire the Company to redeem 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. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for at a price (the Change “Event of Control Default Redemption Price Price”) equal to the product of (A) the amount of Principal plus any accrued and unpaid Interest to be redeemed and (B) the Event of Default Redemption Premium, and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 5(b)(ii8(b)), which ) (it being understood that references therein to the Company Redemption Date shall be payable in cashdeemed references to the Event of Default Redemption Date).

Redemption Right. At least 45 Not less than ten (10) days before prior to 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 ) setting forth a description of such transaction in reasonable detail and the terms anticipated date of a the consummation of such 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 Noticeif 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 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 Period”Control, (y) beginning after the Holder's ’s receipt of a Change of Control Notice Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending on twenty-five (25) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (a “Holder Change of Control Redemption Notice”) to the Company, which Holder Change of Control Redemption Notice shall indicate the portion of this Note that Redemption Amount the Holder is electing to require the Company to redeem. 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 pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for in cash by wire transfer of immediately available funds at a price equal to the sum of (A) the Redemption Amount of the Notes being redeemed and (B) the Make-Whole Amount (the “Change of Control Redemption Price (as defined Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 5(b)(ii)8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 5(b), which the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 No sooner than twenty-five (25) days before nor later than twenty (20) days prior to 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 electronic mail and overnight courier to the Holder (a “"Change of Control Notice”). If ") setting forth a description of such transaction in reasonable detail and the terms of a anticipated Change of Control change materially from those set forth Redemption Date (as defined in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (bSection 11(a)) shall be calculated based upon the Holder's receipt of the later Change of Control Noticeif 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 a Change of Control Period”and (z) beginning after the Holder's receipt of a Change of Control Notice and ending on twenty-five (25) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for 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 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 "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 (as defined is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Upon its becoming aware of the nature occurrence of the Change an Event of Control, as soon as the Company reasonably believes that the Change of Control is to be consummatedDefault under this Bond (whether directly or through notification by a Holder), but not prior to the public announcement of such Change of Control, 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 via facsimile and overnight courier (an “Event of Default Notice”) to the Holder (a “Change of Control Notice”)Holders. 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Change of Control Notice, the The Holder may require the Company to redeem all or any portion of this Bond held by such Holder provided that the outstanding Principal of this Note by delivering Holder provides written notice thereof to the Company within five (5) Business Days after the date of an Event of Default Notice (provided that such Event of Default is continuing) (the “Change Event of Control Default Redemption Notice”) which notice shall, subject to the Companyother provisions of this Section 4(b), which Change of Control Redemption Notice shall indicate the portion Principal amount of this Note Bond that the such Holder is electing to require the Company to redeem. The Each portion of this Note Bond subject to redemption pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for at a price (the Change “Event of Control Default Redemption Price Price”) equal to the sum of (as defined in Section 5(b)(ii))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 payable 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 cashaccordance with the provisions of Section 12 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 Bond by the Company, such redemptions shall be deemed to be voluntary prepayments.

Redemption Right. At least 45 days before This Note and its related Warrants will be redeemable at 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 option of the nature of the Change of ControlHolder if, 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty 180 calendar days of the Original Issuance Date of this Note, the Company is either (30i) not then current in the 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 "Redemption Right"). The redemption price of this Note and its related Warrants under this Redemption Right will be equal to the principal amount of this Note plus all accrued and unpaid interest thereon. Holder's election to exercise this Redemption Right must be made in xxxxxxg (a "Notice of Exercise") within seven (7) days after delivery 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 Change delivery to the Company of Control Noticethe Notice of Exercise, although the Company shall not be required to pay the redemption price unless and until the Holder may require tenders to the Company to redeem all or any portion of the outstanding Principal originally executed version of this Note and the related Warrants. In the event that the Redemption Right is properly exercised for this Note, this Note shall be deemed to 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 delivering written notice thereof (“Change reason of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion operation of this Note that paragraph shall not be due and payable until the Holder is electing to redeem. The portion of date on which this Note subject is actually required to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company. In the event that Holder elects to exercise the Redemption Right, then the payment by the Company for of the Change redemption price in accordance with this paragraph shall constitute the sole and exclusive remedy of Control Holder with respect to any breach or Event of Default under this Note, the Exchange Agreement, and the Original Transaction Documents, and by electing to exercise the Redemption Price (as defined in Section 5(b)(ii))Right, which shall be payable in cashHolder irrevocably waives any and all provisions.

Redemption Right. At least 45 No sooner than twenty (20) days before nor later than ten (10) days prior to 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 or electronic mail 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 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 Period”and (z) beginning after the Holder's ’s receipt of a Change of Control Notice and ending on twenty-five (25) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for 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 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 “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 This Note will be redeemable at 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 option of the nature of the Change of ControlHolder if, 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty 180 calendar days of the Original Issuance Date of this Note, the Company is either (30i) not then current in the 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 "Redemption Right"). The redemption price of this Note under this Redemption Right will be equal to the principal amount of this Note plus all accrued and unpaid interest thereon. Holder's election to exercise this Redemption Right must be made in xxxxxxg (a "Notice of Exercise") within seven (7) days after delivery 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 Change delivery to the Company of Control Noticethe Notice of Exercise, although the Company shall not be required to pay the redemption price unless and until the Holder may require tenders to the Company the originally executed version of this Note. In the event that the Redemption Right is properly exercised for this Note, this Note shall be deemed to redeem all or 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 portion additional interest above the rate otherwise specified herein and payable by reason of the outstanding Principal operation of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to paragraph shall not be due and payable until the Company, date on which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing actually required to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company. In the event that Holder elects to exercise the Redemption Right, then the payment by the Company for of the Change redemption price in accordance with this paragraph shall constitute the sole and exclusive remedy of Control Holder with respect to any breach or Event of Default under this Note, the Exchange Agreement, and the Original Transaction Documents, and by electing to exercise the Redemption Price (as defined in Section 5(b)(ii))Right, which shall be payable in cashHolder irrevocably waives any and all provisions.

Redemption Right. At least 45 Not less than ten (10) days before prior to 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 ") setting forth a description of such transaction in reasonable detail and the terms anticipated date of a the consummation of such 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 Noticeif 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 Period”Control, (y) beginning after the Holder's receipt of a Change of Control Notice Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending on twenty-five (25) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a "Holder Change of Control Redemption") all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“a "Holder Change of Control Redemption Notice”") to the Company, which Holder Change of Control Redemption Notice shall indicate the portion of this Note that Redemption Amount the Holder is electing to require the Company to redeem. 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 pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for in cash by wire transfer of immediately available funds at a price equal to the sum of (A) the Redemption Amount of the Notes being redeemed and (B) the Make-Whole Amount (the "Change of Control Redemption Price (as defined Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 5(b)(ii)8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 5(b), which the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Company shall have the consummation right and option, upon 30 days' or more prior written notice to each Registered Holder, to call, redeem and acquire all of the Series C Warrants which remain outstanding and unexercised at the date fixed for redemption (the "Series C Warrant Redemption Date") at a Change price of Control$.01 per Series C Warrant if, but in no event later than 15 days and only if, the average of the closing price per share for the 30 consecutive trading day period immediately prior to the record mailing of said notification shall have exceeded $7.00 per share. The Series C Warrant Redemption Date shall be no less than 30 days after the date for of notice and the determination Series C Warrant Holders shall in all events have the right during the period immediately following the date 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 such notice and prior to the public announcement Series C Warrant Redemption Date to exercise the Series C Warrants in accordance with provisions of such Change Section 3 hereof (the "Redemption Notice Period"). No call for redemption and no redemption of Control, the Series C Warrants shall be made unless the Company shall deliver written have an effective registration statement on file during such period from the date of mailing of the notice thereof via facsimile of redemption through the applicable redemption date with the Securities and overnight courier Exchange Commission and all applicable State Securities' Commissions relating to the Common Stock underlying the Series C Convertible Preferred and the Series C Warrants, except that this obligation as it relates to the Common Stock may be satisfied if such Common Stock is saleable by the Holder (a “Change in accordance with Rule 144. Such registration statement must remain effective for at least twelve months from the date of Control Notice”)such notice. In the event that any Warrants are exercised following notice but prior to redemption, this call option shall be deemed not to have been exercised by the Company as to the Warrants exercised by the holders thereof. The redemption notice shall require each Warrant Holder to surrender to the Company on the applicable redemption date at the Corporate Office the certificate or certificates representing the Series C Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the applicable redemption date, such Warrants shall be deemed to have expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price without interest; provided, however that such right to receive the redemption price shall itself expire one year from the Redemption Date if no claim is made therefor prior to such date. 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 average closing price of the later Change of Control Notice. At any time during Company's common stock for the period (the “Change of Control Period”) beginning after the Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery day Redemption Notice Period is less than $7.00 per share, such redemption notice shall become null and void and the Series C Warrant Holder shall no longer be obligated to exercise such Series C Warrant within that Redemption Notice Period. On that date which is one (1) year following the date of funding, to the Change of Control Noticeextent that such Series C Warrants have not been redeemed or exercised, (a) the Holder may require the Company Company's right to redeem all or such Series C Warrants shall terminate and (b) any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”such Series C Warrants may be exercised through a cashless exercise in accordance with Section 3(c) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (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 cashhereof.

Redemption Right. At least 45 No later than ten (10) days before prior to 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 ControlFundamental Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Fundamental Transaction Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control NoticeNotwithstanding Section 5(a), 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 beginning on the earlier to occur of (x) any oral or written agreement by the “Change Company or any of Control Period”its Subsidiaries upon consummation of which the Fundamental Transaction would reasonably be expected to occur and (y) beginning after the Holder's ’s receipt of a Change of Control Fundamental Transaction Notice and ending on twenty (20) Trading Days after the date that is thirty (30) days after delivery of the Change consummation of Control Noticesuch Fundamental Transaction, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Fundamental Transaction Redemption Notice” and the date the Company receives such notice, the “Fundamental Transaction Redemption Notice Date”) to the Company, which Change of Control Fundamental Transaction Redemption Notice shall indicate the portion of this Note principal and accrued and unpaid Interest that the Holder is electing to redeem. The portion of this Note subject require the Company to redemption pursuant to this Section 5 redeem (the “Redemption PortionRedeemed Amount”) ). The Redeemed Amount shall be redeemed by the Company for in cash by wire transfer of immediately available funds at a price equal to 100% of (A) the Change Redeemed Amount plus (B) accrued and unpaid Interest on such Redeemed Amount through the date of Control redemption plus (C) the Make-Whole Amount (the “Fundamental Transaction Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Fundamental Transaction. To the extent redemptions required by this Section 5(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 (as defined together with any interest thereon) is paid in full, the Redeemed Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which 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 Make-Whole Amount due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Following the consummation occurrence of a Change of ControlRedemption Event, but in no event later than 15 days prior the Wafra Representative shall have the right for a ninety (90) day period, exercisable by delivering a written notice 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 Digital Colony Representative (a “Change of Control Redemption Notice”). If , to require the terms Digital Colony Companies or CCOC (at the Digital Colony Representative’s election) (the date of a Change delivery of Control change materially from those set forth in a Change of Control the Redemption Notice, the Company shall deliver a new Change “Redemption Date”) to repurchase or cause to be repurchased the entirety of Control Notice the Ownership Interests (i) within thirty (30) Business Days of the Redemption Date at an amount equal to (w) the sum of Management Interests Consideration Amount, the Warrants LA_LAN01:362977.13 Consideration Amount and the time periods Contingent Consideration Amount, if paid (such sum in this clause (bw), the “Total Management Consideration Amount”), minus (x) shall be calculated based upon any distributions or payments received by the Holder's receipt Wafra Management Subscriber pursuant to the A&R DCMH Agreement, as applicable, as of immediately prior to the Redemption Event (including, for the avoidance of doubt, any distributions or payments received of Available Cash pursuant to the A&R DCMH Agreement, but excluding distributions or payments in respect of the later Change of Control Notice. At any Sponsor Commitments or Identified Sponsor Commitments) (such amounts described in this clause (x), the “Management Distributions”), or (ii) to the extent Colony Capital remains listed on the NYSE or NASDAQ at such time, by doubling the Wafra Management Subscriber’s Specified Percentage with respect to all distributions until the Redemption Amount is paid in full, during which time during the period Wafra Management Subscribers shall retain their Ownership Interests, as modified by this clause (ii) (the “Change of Control PeriodRedemption Amount”, and such redemption right, the “Redemption Right”) beginning after the Holder's receipt of a Change of Control Notice (it being agreed and ending on the date understood that is thirty clause (30i)(w) days after delivery of the Change definition of Control NoticeRedemption Amount shall be modified for purposes of clause (ii) to read “1.5x the Total Management Consideration Amount”) (this clause (ii), the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption NoticeDeferred Redemption”) ). Notwithstanding anything to the Companycontrary in this Agreement, which Change of Control the Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption Right pursuant to this Section 5 (the “Redemption Portion”9.1(a) shall only be redeemed by exercisable concurrently with the Company for exercise of the Change Redemption Right under Section 8 of Control Redemption Price the Carried Interest Participation Agreement and, to the extent the amount of Management Distributions exceeds the Total Management Consideration Amount (as defined it may have been modified in Section 5(b)(ii)connection with a Deferred Redemption), which such excess shall be payable in cashdeducted from any unpaid Redemption Amount pursuant to the Carried Interest Participation Agreement.

Redemption Right. At least 45 forty-five (45) days before the consummation of a Change of Control, but in no event later than 15 fifteen (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 ’s receipt of the later Change of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder's ’s receipt of a Change of Control Notice and ending on the date that is thirty fifteen (3015) days Trading Days after the later of the consummation of such Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for in cash at a price equal to the Change sum of Control (i) the amount of any accrued and unpaid Interest on the Principal through the date of such redemption payment together with the amount of any accrued and unpaid Late Charges and (ii) an amount equal to one hundred and ten percent (110%) of the Principal then outstanding (the “Redemption Price (as defined in Section 5(b)(iiPrice”)), which shall be payable in cash.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 Holder's ’s receipt of a Change of Control Notice and ending on twenty (20) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company in cash at a price equal to the greater of (A) 120% of the Conversion Amount being redeemed and (B) an amount equal to the fair value of the Consideration which the Holder would have received if it (1) had converted the portion of the Note being redeemed to shares of Common Stock (without regard to any limitations on conversion set forth in Section 3(d) or otherwise) and (2) also held a number of shares of Common Stock equal to the number of shares of Common Stock shown on Schedule 5(a)(ii) for the date on which the Fundamental Transaction is consummated and the fair value per share of Common Stock to be paid in such Fundamental Transaction, multiplied by a fraction, the numerator of which is the aggregate principal amount of the portion of the Note being redeemed by the Holder and the denominator of which is 1,000 (the “Change of Control Redemption Price”). If the Consideration is publicly traded securities, the fair value of such securities shall be the Closing Sale Price of such securities on the date of the consummation of the Fundamental Transaction. The fair value of any Consideration other than cash or publicly traded securities will be determined jointly by the Company and the Required Holders. Redemptions required by this Section 5(b) shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(b), but subject to Section 3(d), until the Change of Control Redemption Price (as defined is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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”"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 Holder's receipt of a Change of Control Notice and ending on the date that of the consummation of such Change of Control (or, in the event a Change of Control Notice is thirty not delivered at least ten (3010) 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 delivery the consummation of the such Change of Control NoticeControl), the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for at a price equal to 125% of the Conversion Amount being redeemed (the "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 Control Redemption Price (as defined is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5 shall be made in accordance with the provisions of Section 13 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Following the consummation occurrence of a Change Redemption Event, the Wafra Representative shall have the right for a ninety (90) day period, exercisable by delivering a written notice to the Digital Colony Representative (a “Redemption Notice”), to require the Digital Colony Companies or CCOC (at the Digital Colony Representative’s election) (the date of Controldelivery of the Redemption Notice, but in no event later than 15 days the “Redemption Date”) to repurchase or cause to be repurchased the entirety of the Ownership Interests held by the Wafra Participation Buyer (i) within thirty (30) Business Days of the Redemption Date at an amount equal to (w) the Participation Rights Consideration Amount, minus (x) any distributions or payments received by the Wafra Participation Buyer pursuant to this Agreement, as applicable, as of immediately prior to the record date for the determination of stockholders entitled to vote with Redemption Event (but not in 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 Sponsor Commitments or Identified Sponsor Commitments) (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 amounts described in this clause (bx), the “Carry Distributions”), or (ii) shall be calculated based upon to the Holder's receipt of extent Colony Capital remains listed on the later Change of Control Notice. At any time during NYSE or the period NASDAQ at such time, by doubling the Wafra Participation Buyer’s Specified Percentage with respect to all distributions until the Redemption Amount is paid in full (the “Change of Control PeriodRedemption Amount”, and such redemption right, the “Redemption Right”) beginning after the Holder's receipt of a Change of Control Notice (it being agreed and ending on the date understood that is thirty clause (30i)(w) days after delivery of the Change definition of Control NoticeRedemption Amount shall be modified for purposes of clause (ii) to read “1.5x the Participation Rights Consideration Amount”) (this clause (ii), the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption NoticeDeferred Redemption”) ). Notwithstanding anything to the Companycontrary in this Agreement, which Change of Control the Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption Right pursuant to this Section 5 (the “Redemption Portion”8(a) shall only be redeemed by exercisable concurrently with the Company for exercise of the Change Redemption Right under Section 9.1(a) of Control Redemption Price the DCMH Investor Rights Agreement and, to the extent the amount of Carry Distributions exceeds the Participation Rights Consideration Amount (as defined it may have been modified in Section 5(b)(ii)connection with a Deferred Redemption), which such excess shall be payable in cashdeducted from any unpaid Redemption Amount pursuant to the DCMH Investor Rights Agreement.

Redemption Right. (i) 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 ’s receipt of the later Change of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder's ’s receipt of a Change of Control Notice and ending on the date that is thirty (30) days 15 Trading Days after the later of the consummation of such Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (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 cashcash or, at the sole election of the Holder and subject to Section 3(d), by delivery of a number of shares of Common Stock equal to the 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.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 beginning on the earlier to occur of (i) any 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, (ii) the Holder becoming aware of a Change of Control Period”and (iii) beginning after the Holder's receipt of a Change of Control Notice and ending on twenty (20) Business Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for 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 Notice, by (B) the lowest Conversion Price in effect during such period (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(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 5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable deemed, a reasonable estimate of the Holder'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 cashwriting, 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. At least 45 days before Upon the consummation occurrence of a Change an Event 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, Default with respect to a tender offer, this Note 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 Controlany 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 (a “Change Holder. At any time after the earlier 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 an Event of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder's receipt of a Change of Control Default Notice and ending on the date that is thirty (30) days after delivery Holder becoming aware of the Change an Event of Control NoticeDefault, 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 (“Change the "Event of Control Default Redemption Notice”") to the CompanyCompany and the holders of the Senior Indebtedness, which Change Event of Control Default Redemption Notice shall indicate the portion of this Note that the Holder is electing to require the Company to redeem. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for in cash by wire transfer of immediately available funds at a price equal to the Change Conversion Amount being redeemed (the "Event of Control Default Redemption Price"). Redemptions required by this Section 5(b) shall be made in accordance with the provisions of Section 13. To the extent redemptions required by this Section 5(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 Event of Default Redemption Price (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii))5(b) (together with any interest thereon) may be converted, which shall be payable in cashwhole or in part, by the Holder into Common Stock pursuant to Section 3. Notwithstanding anything to the contrary in the foregoing, the right of the Holder to require redemption of all or a portion of this Note is subject to the subordination provisions of Section 4 hereof.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 Holder's receipt of a Change of Control Notice and ending on twenty (20) Business Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”", and the date thereof, the "Change of Control Redemption Notice Date") to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Redemption Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company in cash at a price equal to 125% of the Redemption Amount to be redeemed. Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 5(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 Change of Control Redemption Price (as defined in redemption premium due under this Section 5(b)(ii))5(b) is intended by the parties to be, which and shall be payable in cashdeemed, 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 Upon the consummation occurrence of a Change an Event 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, Default with respect to a tender offer, this Note 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 Controlany 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 Holder. An Event of Default Notice shall include (I) a “Change reasonable description of Control Notice”). If the terms applicable Event of Default, (II) a Change certification as to whether, in the opinion of Control change materially from those set forth in the Company, such Event of Default is capable of being cured and, if applicable, a Change reasonable description of Control Notice, any existing plans of the Company shall deliver to cure such Event of Default and (III) a new Change certification as to the date the Event 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 NoticeDefault occurred. At any time during the period (the “Change of Control Period”) beginning after the earlier of the Holder's ’s receipt of a Change an Event of Control Default Notice and the Holder becoming aware of an Event of Default and ending on the fifteenth (15th) Trading Day after the later of (x) the date that such Event of Default is thirty cured and (30y) days after delivery the Holder’s receipt of the Change an Event of Control NoticeDefault 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 the outstanding Principal of this Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the portion of this Note that the Holder is electing to require the Company to redeem. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for in cash by wire transfer of immediately available funds at a price equal to the Change greater of Control (x) 125% of the 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 (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 12. 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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), which 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 Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be payable in cashdeemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 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 Period”and (z) beginning after the Holder's ’s receipt of a Change of Control Notice and ending on twenty (20) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Change of Control Redemption Notice Date”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for 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 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 and (ii) the Make-Whole Amount (the “Change of Control Redemption Price”). Redemptions required by this Section 8 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii))8.2) (together with any interest thereon) may be converted, which 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 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 Change of Control redemption premium due under this Section 8.2 is intended by the parties to be, and shall be payable in cashdeemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 No sooner than fifteen days before nor later than ten days prior to 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 or email 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 Holder's ’s receipt of a Change of Control Notice and ending on twenty Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for in cash at a price equal to the Conversion Amount being redeemed plus any accrued and unpaid interest on the Conversion Amount being redeemed (the “Change of Control Redemption Price (as defined Price”). Redemptions required by this Section 5(b) shall be made in accordance with the provisions of Section 5(b)(ii)12. To the extent redemptions required by this Section 5(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 5(b), which shall the Holder’s damages would be payable in cashuncertain 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.

Redemption Right. At least 45 No sooner than twenty-five (25) days before nor later than twenty (20) days prior to 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 electronic mail and overnight courier to the Holder (a “Change of Control Notice”). If ) setting forth a description of such transaction in reasonable detail and the terms of a anticipated Change of Control change materially from those set forth Redemption Date (as defined in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (bSection 10(a)) shall be calculated based upon the Holder's receipt of the later Change of Control Noticeif 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 a Change of Control Period”and (z) beginning after the Holder's ’s receipt of a Change of Control Notice and ending on twenty-five (25) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for 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 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 “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 (as defined is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty twenty (3020) days Trading Days after delivery the consummation of the such Change of Control NoticeControl, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate (i) the portion of this Note that Conversion Amount the Holder is electing to redeemredeem and (ii) whether the Holder is requiring the Company to pay the Change of Control Redemption Price in cash or by delivery of Common Shares. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for in cash at a price equal to the 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 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 amount of any accrued but unpaid Interest on the Conversion Amount being redeemed through the date of such redemption payment (the "Change of 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 5 shall be made in accordance with the provisions of Section 14 and shall have priority to payments to shareholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, until the Change of Control Redemption Price (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii))5(c) may be converted, which shall be payable in cashwhole or in part, by the Holder into Common Shares, or in the event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the Common Shares pursuant to Section 3.

Redemption Right. At least 45 days before the consummation of a Change of Control, but in no event later than 15 days prior This Note and its related Warrants issued pursuant to the record date for Purchase Agreement will be redeemable at 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 option of the nature of the Change of ControlHolder if, 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) 180 calendar days after delivery of the Change Issuance Date of Control Noticethis Note, the Holder may require Company is either (i) not then current in the Company to redeem all filing of its periodic reports with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”ii) to the Companynot listed, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 traded, or quoted on an Approved Market (the “Redemption PortionRight”). The redemption price of this Note and its related Warrants under this Redemption Right will be equal to the principal amount of this Note plus all accrued and unpaid interest thereon. Xxxxxx’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 tenders to the Company the originally executed version of this Note and the related Warrants. In the event that the Redemption Right is properly exercised for this Note, this Note shall be deemed to 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 operation of this paragraph shall not be due and payable until the date on which this Note is actually required to be redeemed by the Company. In the event that Holder elects to exercise the Redemption Right, then the payment by the Company for of the Change redemption price in accordance with this paragraph shall constitute the sole and exclusive remedy of Control Holder with respect to any breach or Event of Default under this Note, the Purchase Agreement, and the Transaction Documents, and by electing to exercise the Redemption Price (as defined in Section 5(b)(ii))Right, which shall be payable in cashHolder irrevocably waives any and all provisions.

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 Any Rio Tinto Member shall be 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Change of Control Notice, the Holder may require cause the Company to redeem acquire by redemption at any time all or any portion of the outstanding Principal Common Membership Units held by it (the "Redemption Right") at a redemption price to be paid by the Company equal to and in the form of this Note the Cash Settlement. Any Rio Tinto Member desiring to exercise its Redemption Right (the "Redeeming Member") shall exercise such right by delivering giving written notice thereof (“Change of Control the "Redemption Notice”") to the Company, which Change of Control Company with a copy to CPE. The Redemption Notice shall indicate specify the portion number of Common Membership Units (the "Redeemed Units") that the Redeeming Member intends to have the Company redeem and a date, which is not more than sixty (60) Business Days after delivery of the Redemption Notice or as otherwise agreed between the Company and such Redeeming Member, on which date exercise of the Redemption Right shall be completed (the "Redemption Date") unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c). Notwithstanding the foregoing sentence, if any Rio Tinto Member exercises the Redemption Right within one hundred eighty (180) days following the date of this Note that Agreement and after giving effect to the Holder is electing redemption of the Redeemed Units the Rio Tinto Members, collectively, will cease to redeemown any Common Membership Units, the Redemption Date specified in the Redemption Notice shall be at least sixty (60) Business Days after delivery of the Redemption Notice. The portion Unless (i) CPE has assumed the rights and obligations of this Note subject the Company with respect to redemption the Redemption Right pursuant to this Section 5 9.1(b), or (ii) the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Price (Redeeming Member has timely delivered a Retraction Notice as defined provided in Section 5(b)(ii)9.1(c), which shall then, on the Redemption Date (to be payable in cash.effective immediately prior to the close of business on the Redemption Date)

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 (beginning on the “Change date of Control Period”) beginning after the Holder's receipt of a Change of Control Notice and ending on twenty (20) Trading Days after the date that is thirty (30) days after delivery consummation of the such Change of Control NoticeControl, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for in cash 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 greater of the Closing Sale Price of the Common Stock immediately prior to the consummation of the Change of Control, the Closing Sale Price immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of the Common Stock immediately prior to the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 125% of the Conversion Amount being redeemed (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 Change of Control Redemption Price (as defined is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)5(c) 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 5(b), which the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 Holder's ’s receipt of a Change of Control Notice and ending on twenty (20) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Change of Control Redemption Notice Date”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for in cash 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 Notice with respect to such Conversion Amount being redeemed and (B) the 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 “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Any Rio Tinto Member shall be 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Change of Control Notice, the Holder may require cause the Company to redeem acquire by redemption at any time all or any portion of the outstanding Principal Common Membership Units held by it (the “Redemption Right”) at a redemption price to be paid by the Company equal to and in the form of this Note the Cash Settlement. Any Rio Tinto Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by delivering giving written notice thereof (the “Change of Control Redemption Notice”) to the Company, which Change of Control Company with a copy to CPE. The Redemption Notice shall indicate specify the portion number of Common Membership Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, which is not more than sixty (60) Business Days after delivery of the Redemption Notice or as otherwise agreed between the Company and such Redeeming Member, on which date exercise of the Redemption Right shall be completed (the “Redemption Date”) unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c). Notwithstanding the foregoing sentence, if any Rio Tinto Member exercises the Redemption Right within one hundred eighty (180) days following the date of this Note Agreement and after giving effect to the redemption of the Redeemed Units the Rio Tinto Members, collectively, will cease to own any Common Membership Units, the Redemption Date specified in the Redemption Notice shall be at least sixty (60) Business Days after delivery of the Redemption Notice. Unless (i) CPE has assumed the rights and obligations of the Company with respect to the Redemption Right pursuant to Section 9.1(b), or (ii) the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c), then, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (x) the Redeeming Member shall transfer and surrender to the Company the Redeemed Units and represent and warrant to the Company that the Holder Redeemed Units are owned by such Redeeming Member free and clear of all liens and encumbrances and (y) the Company shall (A) cancel the Redeemed Units, (B) pay to the Redeeming Member the Cash Settlement to which the Redeeming Member is electing entitled under this Section 9.1(a) and (C) revise Exhibit A accordingly to redeem. The portion reflect the cancellation of this Note subject to redemption the Redeemed Units pursuant to this Section 5 (9.1(a). All of the “Company’s rights and obligations arising from the Redemption Portion”) Notice shall be redeemed by terminate if the Company for the Change of Control Redemption Price (Redeeming Member timely delivers a Retraction Notice as defined provided in Section 5(b)(ii9.1(c)), which shall be payable in cash.

Redemption Right. At least 45 days before Upon the consummation occurrence of a Change an Event 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, Default with respect to a tender offer, this Note 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 Controlany 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 (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 of the Holder's ’s receipt of a Change an Event of Control Default Notice and ending on the date that is thirty (30) days after delivery Holder becoming aware of the Change an Event of Control NoticeDefault, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the portion amount of Principal of this Note that the Holder is electing to redeem. The Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for at a price (the Change “Event of Control 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) the Make-Whole Amount, 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 12, 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 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 redemption of any portion of this Note under this Section 4(b), which 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 premium due under this Section 4(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Upon the consummation occurrence of a Change an Event 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, Default 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 ControlFILO C Note, the Company 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 (a “Change of Control Notice”)Holder. If Subject to the terms of a Change each Intercreditor Agreement, at any time after the earlier of Control change materially from those set forth in a Change the Holder’s receipt of Control Notice, the Company shall deliver a new Change an Event of Control Default Notice and the time periods in this clause (b) shall be calculated based upon the Holder's receipt Holder becoming aware of the later Change an Event of 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 and ending on the date that is thirty (30) days after delivery of the Change of Control NoticeDefault, the Holder may require the Company Issuer to redeem all or any portion of the outstanding Principal (but not less than all) of this FILO C Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the CompanyIssuer. Subject to the terms of each Intercreditor Agreement, which Change of Control Redemption Notice shall indicate the each portion of this Note that the Holder is electing to redeem. The portion of this FILO C Note subject to redemption by the Issuer pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for Issuer in cash by wire transfer of immediately available funds at a price equal to (x) 100% of the Change Principal being redeemed plus (y) accrued and unpaid interest thereon (the “Event of Control Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 10. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this FILO C Note by the Issuer, 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 (as defined is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii))4(b) may be converted, which in whole or in part, by the Holder into Common Stock pursuant to Section 3. Notwithstanding anything to the contrary contained herein, any exercise of remedies pursuant to this Section 4(b) shall be payable in cashsubject to Section 6.3 of the Note Purchase Agreement.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to the consummation of a Change of ControlControl (but from and after an Effective Registration, 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 Measuring Period”) beginning after the Holder's ’s receipt of a Change of Control Notice and ending on the date that of the consummation of such Change of Control (or, in the event a Change of Control Notice is thirty not delivered at least ten (3010) 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 delivery the consummation of the such Change of Control NoticeControl), the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company at a price (the “Change of Control Redemption Price”) equal to the greatest of (i) the sum of (A) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (I) the Closing Sale Price of the Class A Common Stock immediately following the public announcement of such proposed Change of Control by (II) the Conversion Price and (B) the Present Value of Interest, or (ii) the sum of (A) the value of the consideration, assuming that the entire Conversion Amount being redeemed were converted into shares of Class A Common Stock at the then prevailing Conversion Rate, issuable per share of Common Stock in such Change of Control for the entire Conversion Amount being redeemed and (B) the Present Value of Interest (if any) and (iii) the sum of (A) the Conversion Amount being redeemed and (B) the Present Value of Interest (if any). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. In addition to the foregoing, at the time of the consummation of any such Change of Control, the Company shall pay to the Holder an amount in cash equal to the Present Value of Interest (if any) for any Conversion Amount converted pursuant to the provisions of Section 3 hereof during the Change of Control Measuring Period. Notwithstanding anything to the contrary in this Section 5, until the Change of Control Redemption Price (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii))5(b) (together with any interest thereon) may be converted, which shall be payable in cashwhole or in part, by the Holder into shares of Class A Common Stock pursuant to Section 3.

Redemption Right. At least 45 days before The Company shall be entitled, on any day (the consummation "Calculation Date") on which the Closing Price (as defined 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 Change of Control, but in no event later than 15 days prior written notice (the "Redemption Notice") 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 Holder that the Company is unable to comply with will redeem this time requirement because of Warrant (the nature of "Redemption Date") at the Change of ControlRedemption Price (as defined below) provided, as soon as the Company reasonably believes however, 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 have such right if and overnight courier to the Holder only if (x) for a “Change period 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery 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 Change Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of Control Notice1933, as amended, by the Holder holder of this Warrant (or may require otherwise be resold publicly without restriction) and sales of the 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 Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to redeem all or any portion the Holder within two (2) business days of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeemDate. The portion of this Note subject to redemption pursuant to this Section 5 ("Redemption Price" shall equal the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 5(b)(ii)1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this 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 "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of 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 payable the fair market value as reasonably determined in cashgood 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 business of the corporation.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 Holder's ’s receipt of a Change of Control Notice and ending on the date that of the consummation of such Change of Control (or, in the event a Change of Control Notice is thirty not delivered at least ten (3010) 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 delivery the consummation of the such Change of Control NoticeControl), the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for 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 Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 105% of the Conversion Amount being redeemed from the Issuance Date until six months from the Issuance Date, 110% of the Conversion Amount being redeemed from the end of such six month period until the first anniversary of the Issuance Date, and 120% of the Conversion Amount being redeemed thereafter (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii))5(c) (together with any interest thereon) may be converted, which 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 payable deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in cashthe Change of Control Redemption Notice.

Redemption Right. At least 45 As promptly as practicable, but no later than five days before the consummation after receipt 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 ControlRequest, the Company shall deliver give written notice thereof via facsimile and overnight courier (the "Redemption Notice") to all Holders of Registrable Securities of its intention to effect the Holder Demand Registration, or its intention to repurchase the Registrable Securities in lieu of effecting a Demand Registration (a “Change of Control Notice”the "Redemption"). 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 Any Redemption Notice and the time periods in this clause (b) shall be calculated based upon the Holder's receipt notifying Holders of the later Change of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the HolderCompany's receipt of intention to effect a Change of Control Notice and ending on the date that is thirty (30) days after delivery Redemption shall include a determination of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Price (as defined in Section 5(b)(iibelow)). Pursuant to the Redemption, the Company shall repurchase (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (the "Redemption Request," which request shall specify the amount of Registrable Securities to be payable disposed of) to the Company for inclusion in cashthe Redemption within 20 days after the receipt of the Redemption Notice from the Company (such Holders are collectively referred to as the "Redeeming Holders"). The Company shall, as expeditiously as possible, but no later than 30 days following a Redemption Notice, effect the Redemption by paying the Redemption Price in cash to the Redeeming Holders. The Redeeming Holders shall deliver to the Company the Registrable Securities upon payment of the Redemption Price. For purposes of this Section 2.1, "Redemption Price" shall be an amount equal to the average for the ten (10) consecutive business days immediately prior to the date of the Request of the daily closing prices of the Common Stock on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the last reported sales prices as included for quotation on Nasdaq, or if not included for quotation on Nasdaq, the average of the highest reported bid and lowest reported asked prices as reported by the National Association of Securities Dealers, Inc. Automated Quotations System, or if not then publicly traded, the fair market price of the Common Stock as determined by the Board of Directors of the Company. The Redeeming Holders may withdraw a Redemption Request at any time prior to the payment of the Redemption Price (a "Withdrawn Redemption Request") by delivering written notice to the Company revoking such requested inclusion. Such withdrawal shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.1, unless the Redeeming Holders reimburse the Company for its reasonable out-of-pocket expenses relating to the Company's preparation for the Redemption.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later than ten (10) days prior to 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 Holder's receipt of a Change of Control Notice and ending on twenty (20) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”", and the date thereof, the "Change of Control Redemption Notice Date") to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for in cash at a price equal to the greater of (i) the sum of (A) 110% of the Conversion Amount being redeemed, (B) the Make-Whole Amount, and (C) any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the Change of Control Redemption Date (as defined below) and (ii) solely if an Equity Conditions Failure has occurred at any time during the period commencing with the Change of Control Redemption Notice Date and ending as of the Change of Control Redemption Date, the product of (A) the Conversion Amount being redeemed together with the Make-Whole Amount and any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the applicable Change of Control Redemption Date multiplied by (B) the quotient determined by dividing (1) the greatest Closing Sale Price of the Common Shares 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 Change of Control Redemption Notice Date by (2) the Conversion Price (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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(c) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Shares pursuant to Section 3 (or in the event the Conversion Date is after the consummation of the Change of Control, such securities or other assets received by the holders of Common Shares in connection with the consummation of such Change of Control in such amounts as defined the Noteholder would have been entitled to receive had such Note been converted immediately prior to such Change of Control). The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b)(ii)5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Any Rio Tinto Member shall be 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Change of Control Notice, the Holder may require cause the Company to redeem acquire by redemption at any time all or any portion of the outstanding Principal Common Membership Units held by it (the "Redemption Right") at a redemption price to be paid by the Company equal to and in the form of this Note the Cash Settlement. Any Rio Tinto Member desiring to exercise its Redemption Right (the "Redeeming Member") shall exercise such right by delivering giving written notice thereof (“Change of Control the "Redemption Notice”") to the Company, which Change of Control Company with a copy to CPE. The Redemption Notice shall indicate specify the portion number of Common Membership Units (the "Redeemed Units") that the Redeeming Member intends to have the Company redeem and a date, which is not more than sixty (60) Business Days after delivery of the Redemption Notice or as otherwise agreed between the Company and such Redeeming Member, on which date exercise of the Redemption Right shall be completed (the "Redemption Date") unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c). Notwithstanding the foregoing sentence, if any Rio Tinto Member exercises the Redemption Right within one hundred eighty (180) days following the date of this Note Agreement and after giving effect to the redemption of the Redeemed Units the Rio Tinto Members, collectively, will cease to own any Common Membership Units, the Redemption Date specified in the Redemption Notice shall be at least sixty (60) Business Days after delivery of the Redemption Notice. Unless (i) CPE has assumed the rights and obligations of the Company with respect to the Redemption Right pursuant to Section 9.1(b), or (ii) the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c), then, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (x) the Redeeming Member shall transfer and surrender to the Company the Redeemed Units and represent and warrant to the Company that the Holder Redeemed Units are owned by such Redeeming Member free and clear of all liens and encumbrances and (y) the Company shall (A) cancel the Redeemed Units, (B) pay to the Redeeming Member the Cash Settlement to which the Redeeming Member is electing entitled under this Section 9.1(a) and (C) revise Exhibit A accordingly to redeem. The portion reflect the cancellation of this Note subject to redemption the Redeemed Units pursuant to this Section 5 (9.1(a). All of the “Company's rights and obligations arising from the Redemption Portion”) Notice shall be redeemed by terminate if the Company for the Change of Control Redemption Price (Redeeming Member timely delivers a Retraction Notice as defined provided in Section 5(b)(ii9.1(c)), which shall be payable in cash.

Redemption Right. At least 45 days before Promptly after the consummation occurrence of a Change an Event 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, Default with respect to a tender offer, this Note 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 Controlany Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) 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 of the Holder's ’s receipt of a Change an Event of Control Default Notice and ending on the date that is thirty (30) days after delivery Holder becoming aware of the Change an Event of Control NoticeDefault, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (the “Change Event of Control Default Redemption Notice”) to the Company, which Change Event of Control Default Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for at a price equal to the Change greater of Control (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 Notice and (B) the Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (as defined in the “Event of Default Redemption Price”). Redemptions required by this Section 5(b)(ii)), which 4(b) shall be payable made in cashaccordance with the provisions of Section 12. In the event of a partial redemption of this Note pursuant hereto, the principal amount redeemed shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the Event of Default Redemption Notice.

Redemption Right. At least 45 days before the consummation of a Change of Control, but in no event later than 15 days prior Subject to the record date 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 determination Company in excess of stockholders entitled to vote with respect thereto $10 million (or, with respect to a tender offer, or a change in the Board of Directors, if "OFFERING") and such Underwriter requires that the Company is unable to comply with this time requirement because redeem all or part of the nature 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 Change of Control, as soon outstanding Notes as the Company reasonably believes that the Change of Control is Underwriter requires to be consummatedredeemed 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), but not prior 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 the public announcement of exercise such Change of Controlredemption right, the Company shall deliver written to all holders of Notes an irrevocable redemption notice thereof via facsimile ("REDEMPTION NOTICE") electing to so redeem at least 30 days prior to any such redemption (the period between such Redemption Notice and overnight courier such actual redemption hereinafter referred to as the Holder "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 the Offering and no later than fifteen (a “Change 15) days following the closing of Control Notice”)the Offering. If the terms of a Change of Control change materially from those set forth in a Change of Control NoticeOffering is not consummated as contemplated herein, the Company shall deliver a new Change of Control Notice not have the right to redeem the Notes in connection with such Offering and the time periods in this clause (b) applicable Redemption Notice shall be calculated based upon deemed null and void and of no further force or effect. For clarification purposes, the Holder's receipt Holder shall have the right to convert any or all of the later Change of Control Notice. At this Note at any time and from time to time during the period (the “Change of Control Period”) beginning after the Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (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 cashPeriod.

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 Holder's ’s receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the consummation of such Change of Control Notice(or, in the 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), the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to redeem; provided, however, that the Company shall not be under any obligation to redeem 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. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(c) shall be redeemed by the Company for 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 Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 110% of the Conversion Amount being redeemed (the “Change of Control Redemption Price (as defined in Price”). Redemptions required by this Section 5(b)(ii)), which 5(c) shall be payable made in cashaccordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control.

Redemption Right. At least 45 No sooner than twenty-five (25) days before nor later than twenty (20) days prior to 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 electronic mail and overnight courier to the Holder (a “Change of Control Notice”). If ) setting forth a description of such transaction in reasonable detail and the terms of a anticipated Change of Control change materially from those set forth Redemption Date (as defined in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (bSection 11(a)) shall be calculated based upon the Holder's receipt of the later Change of Control Noticeif 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 a Change of Control Period”and (z) beginning after the Holder's ’s receipt of a Change of Control Notice and ending on twenty-five (25) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for 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 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 “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 (as defined is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At least 45 Not less than ten (10) days before prior to 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 ) setting forth a description of such transaction in reasonable detail and the terms anticipated date of a the consummation of such 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 Noticeif 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 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 Period”Control, (y) beginning after the Holder's ’s receipt of a Change of Control Notice Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending on twenty-five (25) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (a “Holder Change of Control Redemption Notice”) to the Company, which Holder Change of Control Redemption Notice shall indicate the portion of this Note that Redemption Amount the Holder is electing to require the Company to redeem. 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 pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for in cash by wire transfer of immediately available funds at a price equal to the sum of (A) the Redemption Amount of the Notes being redeemed and (B) the Make-Whole Amount (the “Change of Control Redemption Price (as defined Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 5(b)(ii)8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 5(b), which the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. [Reserved] NONCIRCUMVENTION. Each of the Company and the Parent Guarantor hereby covenants and agrees that such Person will not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in cashgood faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder.

Redemption Right. At least 45 days before Promptly after the consummation occurrence of a Change an Event 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, Default with respect to a tender offer, this Note 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 Controlany Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder (a “Change Holder. At any time after the earlier 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 an Event of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder's receipt of a Change of Control Default Notice and ending on the date that is thirty (30) days after delivery Holder becoming aware of the Change an Event of Control NoticeDefault, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change the "Event of Control Default Redemption Notice”") to the Company, which Change Event of Control Default Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for at a price equal to the Change greater of Control (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 Notice and (B) the Weighted Average Price of the Common Shares on the date immediately preceding such Event of Default (as defined in the "Event of Default Redemption Price"). Redemptions required by this Section 5(b)(ii)), which 4(b) shall be payable made in cashaccordance with the provisions of Section 14. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the Event of Default Redemption Notice.

Redemption Right. At least 45 No sooner than twenty-five (25) days before nor later than twenty (20) days prior to 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 or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). If At any time during the terms 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 change materially from those set forth in and (z) the Holder’s receipt of a Change of Control Notice, and ending twenty-five (25) Trading Days after the Company shall deliver a new date of the consummation of such 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 Holder's receipt of a Change of Control Notice and ending on the date that is thirty (30) days after delivery of the Change of Control NoticeControl, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”5(b) shall be redeemed by the Company for in cash by wire transfer of immediately available funds at a price equal to 115% of the Conversion Amount being redeemed (the “Change of Control Redemption Price”). Redemptions pursuant to this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii)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 5(b), which 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 Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be payable in cashdeemed, 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 Promptly after the consummation occurrence of a Change an Event ----------------- 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, Default with respect to a tender offer, this Note 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 Controlany Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "EVENT OF DEFAULT NOTICE") to the Holder (a “Change Holder. At any time after the earlier 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 an Event of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder's receipt of a Change of Control Default Notice and ending on the date that is thirty (30) days after delivery Holder becoming aware of the Change an Event of Control NoticeDefault, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”the "EVENT OF DEFAULT REDEMPTION NOTICE") to the Company, which Change Event of Control Default Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The Each portion of this Note subject to redemption by the Company pursuant to this Section 5 (the “Redemption Portion”4(b) shall be redeemed by the Company for at a price equal to the Change greater of Control (i) the product of (x) the sum of the Conversion Amount to be 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 Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such sum of the Conversion Amount 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 in effect at such time as the Holder delivers an Event of Default Redemption Notice and (B) the Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (as defined in the "EVENT OF DEFAULT REDEMPTION PRICE"). Redemptions required by this Section 5(b)(ii)), which 4(b) shall be payable made in cashaccordance with the provisions of Section 12. In the event of a partial redemption of this Note pursuant hereto, the principal amount redeemed shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the Event of Default Redemption Notice.

Redemption Right. At least 45 No sooner than fifteen (15) days before nor later ----------------- than ten (10) days prior to 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”"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 Holder's receipt of a Change of Control Notice and ending on the date that of the consummation of such Change of Control (or, in the event a Change of Control Notice is thirty not delivered at least ten (3010) 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 delivery the consummation of the such Change of Control NoticeControl), the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for 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 Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the 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 "CHANGE OF CONTROL REDEMPTION PRICE"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 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 (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii))5(c) (together with any interest thereon) may be converted, which 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 payable deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in cashthe Change of Control Redemption Notice.

Redemption Right. At least 45 No sooner than twenty-five (25) days before nor later than twenty (20) days prior to 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 or electronic mail 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 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 Period”and (z) beginning after the Holder's receipt of a Change of Control Notice and ending on twenty-five (25) Trading Days after the date that is thirty (30) days after delivery of the consummation of such Change of Control NoticeControl, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the portion of this Note that Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”6(b) shall be redeemed by the Company for in cash by wire transfer of immediately available funds at a price equal to the Conversion Amount being redeemed (the "Change of Control Redemption Price"). Redemptions required by this Section 6 shall be made in accordance with the provisions of Section 13 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 6(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 Change of Control Redemption Price (as defined together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)(ii))6(b) (together with any interest thereon) may be converted, which shall be payable in cashwhole or in part, by the Holder into Common Stock pursuant to Section 3.