Change of Control Purchase Price

Change of Control Purchase Price. Means, with respect to any payment to the Holder in connection with a Change of Control Event pursuant to Section 4.D(ii) hereof, cash equal to the product of (i) the Fair Value of one share of Common Stock as of the date the notice of the Change of Control Event was issued to the Holder, multiplied by (ii) the number of shares of Common Stock then issuable upon the conversion of this Note.