Common use of Redemption Right Clause in Contracts

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to: (i) with respect to an Event of Default Redemption related to an Event of Default described in Section 6(a)(i) or Section 6(a)(v) as it relates to the Company’s failure to deliver the required number of shares of Common Stock on the applicable Share Delivery Date, the greater of (x) 112% of the Conversion Amount being redeemed and (y) the product of (A) the 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 Event of Default Conversion Price in effect during such period and (ii) with respect to an Event of Default Redemption related to any other Event of Default, 112% of the Conversion Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and Notwithstanding anything to the contrary in this Section 6, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 6(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 and Section 5(b). The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b6(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Receipt of the Event of Default Redemption Price by the Holder shall be the sole and exclusive remedy of the Holder with respect to the portion of this Note so redeemed in connection with an Event of Default hereunder.

Redemption Right. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”" and the date the Holder delivers an Event of Default Redemption Notice to the Company, an "Event of Default Redemption Notice Date") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption Amount being redeemed redeemed, plus, only in the cases of an Event of Default Redemption pursuant to Section 4(a)(xvi) or Section 4(a)(xvii), an amount in cash equal to the product obtained by multiplying (A) the number of shares of Common Stock issuable upon exercise of the Series B Warrants (without regard to any limitations on exercise set forth in the Series B Warrants) held by the Holder at the time the Company pays the applicable Event of Redemption Price (as defined below) to the Holder and (B) the excess, if any, of (1) the highest 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 related Event of Default Redemption Notice, over (2) the lowest Other Exercise 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 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At In the event of a Change of Control, and provided the Company has not, at any time after prior thereto, given Holder a Company Redemption Notice, or if such notice has been given, provided the earlier of Company has timely paid to Holder the Holder’s receipt of an Event of Default Notice Company Redemption Price (all as defined more specifically provided in Section 10(e5(a) below)) and the Holder becoming aware of an Event of Default, then the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event "Change of Default Control Redemption Notice”") to the Company, which Event Change of Default Control Redemption Notice shall indicate the portion amount of this the Note the Holder is electing to require the Company to redeem. Each The portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 4 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to One Hundred and Twenty Five percent (125%) of the Redemption Amount being face amount redeemed (the “Event of Default Redemption Price”)plus accrued interest. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 88 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At If any time after the earlier Buyer of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming Preferred Shares hereunder becomes aware of an Event of Defaulta Triggering Event, the Holder such Buyer may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note the Preferred Shares then held by such Buyer by delivering written notice thereof to the Company within thirty (30) days after the date of the Trigger Notice (the “Event of Default Redemption Notice”) to the Company"REDEMPTION NOTICE"), which Event of Default Redemption Notice shall indicate the portion number of this Note the Holder Preferred Shares that such Buyer is electing to require the Company to redeemredeem hereunder. Each portion of this Note Preferred Share subject to redemption by the Company pursuant to this Section 4(b4(n) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price per Preferred Share equal to the Liquidation Preference (as defined in the Certificate of Designations) of such Preferred Share as in effect on the date of the Redemption Amount being redeemed Notice (the “"REDEMPTION PRICE"); provided that if a Buyer has delivered a Redemption Notice to the Company as a result of a Disposition Triggering Event of Default Redemption Price”(as defined on Schedule 4(n)(i)(C). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would Company shall only be uncertain and difficult required, in the aggregate, to estimate because redeem from all Buyers up to that number of Preferred Shares having an aggregate Redemption Price equal to 50% of the parties’ inability applicable Disposition Value. If such amount is insufficient to predict future interest rates and redeem all Preferred Shares subject to a Redemption Notice, the uncertainty Company shall redeem shares pro rata from the Buyers that have given a Redemption Notice (the "REDEEMING BUYERS") based upon the aggregate number of outstanding Preferred Shares then held by each such Redeeming Buyer relative to the availability aggregate number of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended outstanding Preferred Shares then held by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyall Redeeming Buyers.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”" and the date thereof, the "Event of Default Redemption Notice Date") to the Company, which Event of Default Redemption Notice shall indicate the portion Conversion Amount of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed together with any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the Event of Default Redemption Date (as defined below) and (B) the Redemption Premium and (ii) the sum of (x) the product of (A) the Conversion Rate with respect to such Conversion Amount being redeemed in effect at such time as the Holder delivers an Event of Default Redemption Notice and (B) the greatest Closing Sale Price of the Common Shares during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice and (y) any Make Whole Amount and accrued and unpaid Interest on the Conversion Amount and Late Charges, if any, on such Conversion Amount and Interest through the Event of Default Redemption Date (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 812. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. On and after a Default Date, with respect to this Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of DefaultDefault Date, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem; provided, that, an Event of Default Redemption Notice may only be delivered so long as an Event of Default is continuing. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 125% of the Redemption Amount being to be redeemed (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e14(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 810. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may until the termination of the applicable Event of Default Redemption Right Period require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 125% of the Redemption Outstanding Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 87. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At If any time after the earlier Buyer of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming Preferred Shares hereunder becomes aware of an Event of Defaulta Triggering Event, the Holder such Buyer may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note the Preferred Shares then held by such Buyer by delivering written notice thereof to the Company within thirty (30) days after the date of the Trigger Notice (the “Event of Default Redemption Notice”) to the Company"REDEMPTION NOTICE"), which Event of Default Redemption Notice shall indicate the portion number of this Note the Holder Preferred Shares that such Buyer is electing to require the Company to redeemredeem hereunder. Each portion of this Note Preferred Share subject to redemption by the Company pursuant to this Section 4(b5(n) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price per Preferred Share equal to the Liquidation Preference (as defined in the Certificate of Designations) of such Preferred Share as in effect on the date of the Redemption Amount being redeemed Notice (the “"REDEMPTION PRICE"); provided that if a Buyer has delivered a Redemption Notice to the Company as a result of a Triggering Event described in paragraph C of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(bSchedule 5(n), the Holder’s damages would Company shall only be uncertain and difficult required, in the aggregate, to estimate because redeem from all Buyers up to that number of Preferred Shares having an aggregate Redemption Price equal to 50% of the parties’ inability applicable Disposition Value. If such amount is insufficient to predict future interest rates and redeem all Preferred Shares subject to a Redemption Notice, the uncertainty Company shall redeem shares pro rata from the Buyers that have given a Redemption Notice (the "REDEEMING BUYERS") based upon the aggregate number of outstanding Preferred Shares then held by each such Redeeming Buyer relative to the availability aggregate number of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended outstanding Preferred Shares then held by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyall Redeeming Buyers.

Redemption Right. Upon the occurrence of a Trigger Event with respect to this Note or any Other Note, the Company shall within (1) Business Day deliver written notice thereof via facsimile or e-mail and overnight courier (a "Trigger Event Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an a Trigger Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Defaulta Trigger Event, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Trigger Event of Default Redemption Notice”") to the Company, which Trigger Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption Conversion Amount being to be redeemed (the “"Trigger Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 810. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e16(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the applicable Redemption Premium and (B) the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 811. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Promptly after the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the sum of (i) the amount of the accrued and unpaid Interest on the Conversion Amount to be redeemed and (ii) the greater of (x) the product of (1) the Conversion Amount to be redeemed and (2) the Redemption Premium and (y) the product of (1) the Conversion Rate with respect to such Conversion Amount being redeemed in effect at such time as the Holder delivers an Event of Default Redemption Notice and (2) the Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (the “"Event of Default Redemption Price”"); provided, however, that the Holder shall only be entitled to receive an Event of Default Redemption Price equal to clause (y) above to the extent that because of the Event of Default the Holder is unable to convert this Note into Common Stock (including as a result of the Company's failure to honor Conversion Notices delivered pursuant to Section 3(c)) or to immediately trade shares of Common Stock pursuant to conversion of this Note. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty12.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Days deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 115% of the Redemption Conversion Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 811. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note, the Company shall within two (2) Business Days after the day on which the Company is aware of the Event of Default deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeemhave redeemed. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (x) the Conversion Amount to be redeemed and (y) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount being redeemed 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 (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 812. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s redemption of any portion of the this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of the Principal of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of the Principal of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption Amount being Accreted Value of the portion of the Principal of this Note to be redeemed times 110% (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 85. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Event of Default Redemption Price due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the Redemption Amount being redeemed Event of Default at the greater of the Default Interest Rate or the maximum rate permitted under applicable law (the “"Event of Default Redemption Price”)") together with liquidated damages of $250,000 pro-rata based on the entire amount raised plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made with a cap at 5%. Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 810. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion Conversion Amount of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed and (B) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount being redeemed in effect at such time as the Holder delivers an Event of Default Redemption Notice and (B) the greatest Closing Sale Price of the Common Stock for 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 (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 811. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption Amount being redeemed redeemed, plus, only in the cases of an Event of Default Redemption pursuant to Section 4(a)(xvi) or Section 4(a)(xvii), an amount in cash equal to the product obtained by multiplying (A) the number of shares of Common Stock issuable upon exercise of the Series B Warrants (without regard to any limitations on exercise set forth in the Series B Warrants) held by the Holder at the time the Company pays the applicable Event of Default Redemption Price (as defined below) to the Holder and (B) the excess, if any, of (1) the highest Closing Sale Price (as defined in the Warrants) 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 related Event of Default Redemption Notice, over (2) the lowest Other Exercise 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 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “"Event of Default Redemption Price”"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 811. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the Redemption Amount being redeemed Event of Default at the greater of the Default Interest Rate or the maximum rate permitted under applicable law (the “"Event of Default Redemption Price”)") together with liquidated damages of $250,000 plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made. Redemptions required by this Section 4(b5(b) shall be made in accordance with the provisions of Section 810. To the extent redemptions required by this Section 4(b5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b5(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At If (i) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement cannot be made pursuant to such Registration Statement (by reason of a stop order, the Company's failure to update the Registration Statement as required hereby or any other failure of such Registration Statement to be effective or by reason of the Company exercising its rights under Section 3(p) hereof)(any such event, being a "Default"), then the Holder(s) shall have the option, exercisable in whole or in part at any time after and from time to time until the earlier Default has been cured by delivery of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require a written notice to the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default a "Redemption Notice”) to the Company"), which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds purchase for cash, at a price an amount equal to the Redemption Amount Price (as defined below), the Warrants or Registrable Securities, as the case may be, owned by such Holder. If the Company fails to redeem any of such Warrants or Registrable Securities within five (5) business days after its receipt of a Redemption Notice, then such Holder shall be entitled to receive from the Company interest on the Redemption Price, from such 5th business day through the date of payment, at a rate per annum equal to ten percent (10%), as well as all reasonable costs and expenses, including, without limitation, reasonable attorneys fees and expenses, of collecting the Redemption Price and any interest thereon and expenses related thereto. "Redemption Price" shall mean an amount equal to the product of (i) the excess of the highest Market Price (as defined below) during the time period beginning on the date a Default occurs and ending on the date of delivery of the Redemption Notice over the Exercise Price of the Warrant at such time, multiplied by (ii) the number of Warrant Shares underlying the Warrant being redeemed or the number of Registrable Securities being redeemed, as the case may be. "Market Price" as of any date, (i) means the “Event last reported sale price per share for the shares of Default Redemption Price”Common Stock on the Nasdaq National Market as reported by Bloomberg Financial Markets or an equivalent reliable reporting service mutually acceptable to and hereafter designated by the holder of this Warrant and the Company ("Bloomberg"). Redemptions required , or (ii) if the Nasdaq National Market is not the principal trading market for the shares of Common Stock, the last reported sale price per share on the principal trading market for the Common Stock as reported by this Section 4(bBloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be made the fair market value per share as reasonably determined in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note good faith by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder agree that in the event Board of Directors of the Company’s redemption . The manner of any portion determining the Market Price of the Note under this Section 4(b), Common Stock set forth in the Holder’s damages would foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must 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 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltymade hereunder.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one Business Day deliver written notice thereof via confirmed facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion amount of Principal of this Note the Holder is electing to require the Company to redeem. Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption Amount being redeemed (the “"Event of Default Redemption Price”)") equal to 110% of the Outstanding Amount to be redeemed. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 89, to the extent applicable. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Outstanding Amount submitted for redemption under this Section 4(b) may be exchanged, in whole or in part, by the Holder into Common Stock pursuant to Section 3 hereof. The parties hereto agree that in the event of the Company’s 's redemption of any portion of the this Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 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 an Event of Default Redemption Notice with respect to such Conversion Amount being redeemed and (B) the greatest Weighted Average Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 812. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e15(f)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (A) the Redemption Premium and (B) the Note Amount being redeemed (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 811. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Redemption Premium with respect to an Event of Default due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note, the Company shall within two (2) Business Days after the day on which the Company is aware of the Event of Default deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b3(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to One Hundred and Twenty Five percent (125%) of the face amount redeemed plus accrued interest (“Redemption Amount being redeemed (the “Event of Default Redemption PricePremium”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b3(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 Company and the Holder parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b3(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Redemption Premium due under this Section 4(b3(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note or the Additional Notes, the Company shall within three (3) Business Days of becoming aware of such Event of Default deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder specifying the facts surrounding the applicable Event of Default and which clause of Section 4(a) triggered such Event of Default. At any time after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “"Event of Default Redemption”") all or any portion of this Note by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds and/or by the Company instructing the Collateral Agent to make payments of the holders of Notes by delivering a written notice on the Company's letterhead signed by an authorized officer of the Company delivered at a price least two (2) Business Days prior to the applicable Event of Default Redemption Date, specifying (I) the applicable amount to be paid to each applicable holder of Notes, which amount shall not exceed the aggregate amount of Deemed Repayment Amount(s) (as defined in Section 8(e)) previously deposited by the Company in the Control Account pursuant to Section 8(e) and (II) the wire instructions of each such applicable holder(s) of Notes, which aggregate amounts shall equal to (i) (A) prior to the Public Company Date, (B) after the Public Company Date as long as there is no Equity Conditions Failure and the applicable Event of Default Redemption is not triggered by any Major Event of Default and (C) after a Full Collateralization Event regardless of whether or not there is an Equity Conditions Failure if the applicable Event of Default Redemption is triggered by an Event of Default set forth in either Section 4(a)(vii) or Section 4(a)(xiv), the product of (1) the Redemption Percentage and (2) the Conversion Amount to be redeemed and (ii) (A) after the Public Company Date if there is an Equity Conditions Failure or (B) after the Public Company Date if the applicable Event of Default Redemption is triggered by any Major Event of Default regardless of whether or not there is an Equity Conditions Failure, the greater of (1) the product of (I) the Redemption Percentage and (II) the Conversion Amount to be redeemed 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 such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (B) 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 811. Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. Promptly after the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall deliver written notice thereof via facsimile and overnight courier (an "EVENT OF DEFAULT NOTICE") to the Holder. At any time during the period commencing after the earlier of the Holder’s 's receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default and ending forty-five (45) days after such applicable Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”"EVENT OF DEFAULT REDEMPTION NOTICE") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the product of (i) the Conversion Amount to be redeemed and (ii) the Redemption Amount being redeemed Premium (the “Event of Default Redemption Price”"EVENT OF DEFAULT REDEMPTION PRICE"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 813. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder parties hereto agree that in the event of the Company’s 's redemption of any portion of the Note under this Section 4(b), the Holder’s 's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s 's actual loss of its investment opportunity and not as a penalty.

Redemption Right. At Upon the occurrence of an Event of Default with respect to this FILO C Note, the Issuer shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. Subject to the terms of each Intercreditor Agreement, at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of Default, the Holder may require the Company Issuer to redeem all (an “Event of Default Redemption”but not less than all) all or any portion of this FILO C Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompanyIssuer. Subject to the terms of each Intercreditor Agreement, which Event of Default Redemption Notice shall indicate the each portion of this Note the Holder is electing to require the Company to redeem. Each portion of this FILO C Note subject to redemption by the Company Issuer pursuant to this Section 4(b) shall be redeemed by the Company Issuer in cash by wire transfer of immediately available funds at a price equal to (x) 100% of the Redemption Amount Principal being redeemed plus (y) accrued and unpaid interest thereon (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 810. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this FILO C Note by the CompanyIssuer, such redemptions shall be deemed to be voluntary prepayments. The Company and Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price is paid in full, the Exchange Amount submitted for redemption under this Section 4(b) may be exchanged, in whole or in part, by the Holder for Common Stock pursuant to Section 3. The parties hereto agree that in the event of the CompanyIssuer’s redemption of any portion of the this FILO C Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Notwithstanding anything to the contrary contained herein, any exercise of remedies pursuant to this Section 4(b) shall be subject to Section 6.3 of the Note Purchase Agreement. 14 [NTD: To be inserted in JSC Notes.] 15 [NTD: To be inserted in Management JSC Notes.]

Redemption Right. At If any time after the earlier Buyer of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming Preferred Shares hereunder becomes aware of an Event of Defaulta Triggering Event, the Holder such Buyer may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note the Preferred Shares then held by such Buyer by delivering written notice thereof to the Company within thirty (30) days after the date of the Trigger Notice (the “Event of Default Redemption Notice”) to the Company"REDEMPTION NOTICE"), which Event of Default Redemption Notice shall indicate the portion number of this Note the Holder Preferred Shares that such Buyer is electing to require the Company to redeemredeem hereunder. Each portion of this Note Preferred Share subject to redemption by the Company pursuant to this Section 4(b5(n) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price per Preferred Share equal to the Liquidation Preference (as defined in the Certificates of Designations) of such Preferred Share as in effect on the date of the Redemption Amount being redeemed Notice (the “"REDEMPTION PRICE"); provided that if a Buyer has delivered a Redemption Notice to the Company as a result of a Triggering Event described in paragraph C of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and the Holder agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(bSchedule 5(n), the Holder’s damages would Company shall only be uncertain and difficult required, in the aggregate, to estimate because redeem from all Buyers up to that number of Preferred Shares having an aggregate Redemption Price equal to 50% of the parties’ inability applicable Disposition Value (as defined in Schedule 5(n)). If such amount is insufficient to predict future interest rates and redeem all Preferred Shares subject to a Redemption Notice, the uncertainty Company shall redeem shares pro rata from the Buyers that have given a Redemption Notice (the "REDEEMING BUYERS") based upon the aggregate number of outstanding Preferred Shares then held by each such Redeeming Buyer relative to the availability aggregate number of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended outstanding Preferred Shares then held by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penaltyall Redeeming Buyers.

Redemption Right. At Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (2) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. An Event of Default Notice shall include (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred. Provided that the Lead Investor shall have required the Company to redeem all or any portion of the Lead Investor’s Note in connection with the applicable Event of Default (the amount subject to such redemption, the “Lead Investor Applicable Redemption Amount”), at any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 10(e)) and the Holder becoming aware of an Event of DefaultDefault and ending on the fifteenth (15th) Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice (each such period, an “Event of Default Redemption Right Period”), the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any up to a portion of this Note that shall not exceed the product obtained by multiplying (i) the Conversion Amount of the this Note that is then outstanding and (ii) a fraction (I) the numerator of which equals the Lead Investor Applicable Redemption Amount and (II) the denominator of which equals the Conversion Amount of the Lead Investor’s Note that is then outstanding, then, by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Redemption 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 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 812. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Company and Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Event of Default Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.