8. Borrower Redemptions .
8.1. Redemption Conversion Price . Subject to the adjustments set forth herein, the conversion price for each Redemption Conversion (as defined below) (the “ Redemption Conversion Price ”) shall be the lesser of (a) the Lender Conversion Price, and (b) the Market Price.
8.2. Redemption Conversions . Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “ Redemption Amount ”) by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “ Redemption Notice ”, and each date on which Lender delivers a Redemption Notice, a “ Redemption Date ”). Notwithstanding the foregoing, during the nine-month period following the Purchase Price Date, Lender may not, in the aggregate, redeem more than 50% of the then-current Conversion Eligible Outstanding Balance (the “ Maximum Redemption Amount Cap ”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Subject to the Maximum Redemption Amount Cap, payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“ Redemption Conversion Shares ”, and together with the Lender Conversion Shares, the “ Conversion Shares ”) in accordance with this Section 8 (each, a “ Redemption Conversion ”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price; or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the third Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Any portion of any Redemption Amount that Borrower elects to pay in cash shall be subject to a 10% premium (the “ Cash Premium ”). By way of example only, if Borrower elected to pay a $100,000.00 Redemption Amount in cash, Borrower would be obligated to deliver $110,000.00 (($100,000.00 x .10) + $100,000.00 = $110,000.00) in cash to Lender to satisfy such redemption, but, for the avoidance of doubt, in such event the Outstanding Balance would only be reduced by $100,000.00. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash (including the Cash Premium), if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full.
