Common use of Mandatory Redemption at Election of Holder Clause in Contracts

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture is outstanding, the Company shall carry out a Subsequent Financing, the Holder shall have the right to require the Company to first use up to 100% of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture for an amount in cash equal to the Mandatory Redemption Amount (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second (2nd) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the then outstanding Debentures which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out a Subsequent Financing, the Holder shall have the right to require the Company to first use up to 10030% of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second (2nd) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out a one or more Subsequent FinancingFinancings, the Holder shall have the right to require the Company to first use up to 100% of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount Proceeds multiplied by 1.05 (the “Mandatory Redemption Amount”), plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts, if any, then owing to the Holder in respect of this Note (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second fifth (2nd5th) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds Amount shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, (i) this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt IssuanceIssuance or (ii) if the Company raises capital in an ATM offering, the Purchaser shall have the right, but no obligation, to request up to 20% of the proceeds to redeem the Series A Convertible Preferred Stock at the stated value.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out a one or more Subsequent FinancingFinancings in excess of $5,000,000 in gross proceeds, the Holder shall have the right to require the Company to first use up to 10020% of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount equal to 1.08 multiplied by the sum of Principal Amount subject to the Mandatory Redemption, plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts, if any, then owing to the Holder in respect of this Note (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second fifth (2nd5th) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out effect a Subsequent Financing, the Holder shall have the right to require the Company to first use up to 100% of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second (2nd) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out a one or more Subsequent FinancingFinancings, the Holder shall have the right to require the Company to first use up to 10030% of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount Proceeds multiplied by 1.10 (the “Mandatory Redemption Amount”), plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts, if any, then owing to the Holder in respect of this Note (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second fifth (2nd5th) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds Amount shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 67(b), if, if at any time while this Debenture is outstandingafter the Original Issue Date and prior to the Maturity Date the Company offers and sells debt and/or equity securities of the Company (other than the Debentures and Warrants) in one or more closings where the aggregate proceeds to the Company, in immediately available funds, equals at least $15 million (the “Subsequent Financing”), the Company shall carry out deliver a Subsequent Financing, the Holder shall have the right to require the Company to first use up to 100% of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture for an amount in cash equal to the Mandatory Redemption Amount (a “Mandatory Redemption”). The Company shall deliver notice to the Holder within 1 Trading Day after completion of a Subsequent Financing (a “Subsequent Financing Notice” and the date such notice is deemed delivered hereunder, the “Subsequent Financing Notice Date”) stating that the Company has completed a Subsequent Financing. Within 10 Trading Days of the Subsequent Financing at least five (5) Trading Days prior Offering Notice Date, the Holder may deliver a notice hereunder to the closing of the Subsequent Financing Company (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If ) of the Holder exercises its right herein Holder’s election to require a Mandatory Redemption by delivering written notice the Company to redeem all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Company within five (5) Redemption Amount no later than the 10th Trading Days of Day following the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”)such date, the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second (2nd) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date” and such redemption, the “Mandatory Redemption”). The Company’s payment of Redemption Amount is payable in full on the Mandatory Redemption Proceeds shall be applied ratably Date. The Company may effect a Mandatory Redemption with respect to less than all of the holders of the then outstanding Debentures which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt IssuanceDebentures.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, ifin the event that the Company shall consummate a Subsequent Financing (as defined in the Purchase Agreement, at any time but for clarification a Subsequent Financing shall not include a Permitted Indebtedness other than under clause (b) thereunder as it relates to the Factoring Agreement or clause (e) thereunder) while this Debenture is outstanding, the Company shall carry out a Subsequent Financing, the Holder shall have the right to require the Company to first use up to 100% of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture for an amount in cash equal to the lesser of (i) the amount raised in such Subsequent Financing and (ii) the Mandatory Redemption Amount (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the any Subsequent Financing Financing, at least five (5) Trading Days prior to such Subsequent Financing, which notice shall comply with the closing requirements of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review and Subsequent Financing Notice as required by Section 4.12(b) of the details of such financing Purchase Agreement (such additional noticeSubsequent Financing Notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) 5 Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the applicable Mandatory Redemption Amount (or such lesser amount if indicated by the Holder in the Mandatory Redemption Notice) to the Holder on or prior to directly out at the second (2nd) Trading Day following closing and out of the consummation closing proceeds of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds Redemptions shall be applied ratably to among all of the then holders of the then outstanding Debentures which exercise the right to require a Mandatory Redemption based on the basis initial principal amounts of their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuancesuch Debentures.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out effect a Subsequent Financing, the Holder shall have the right to require the Company to first use up to 10050% of the gross net proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second (2nd) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out a one or more Subsequent FinancingFinancings, the Holder shall have the right to require the Company to first use up to 10020% of the gross proceeds of such Subsequent Financing Financing, other than an At The Market Offering (such dollar amount, the “Mandatory Redemption Proceeds”) ), to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount equal to 1.10 multiplied by the sum of Principal Amount subject to the Mandatory Redemption, plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts, if any, then owing to the Holder in respect of this Note (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second fifth (2nd5th) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out a one or more Subsequent FinancingFinancings in excess of US$25,000,000 in gross proceeds, the Holder shall have the right to (i) require the Company to first use up to 10010% of the gross proceeds of such Subsequent Financing if the aggregate outstanding principal amount of the Notes is in excess of US$30,000,000 and (ii) require the Company to first use up to 20% of the gross proceeds of such Subsequent Financing if the outstanding principal amount of the Notes is US$30,000,000 or less (such dollar amount, the “Mandatory Redemption Proceeds”) to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount equal to 1.08 multiplied by the sum of Principal Amount subject to the Mandatory Redemption, plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts, if any, then owing to the Holder in respect of this Note (a “Mandatory Redemption”). The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second fifth (2nd5th) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance. In addition, if the closing price of the Ordinary Shares on the principal Trading Market is below the Floor Price for a period of ten (10) consecutive Trading Days, the Holder shall have the right to require the Company to redeem the sum of Principal Amount plus accrued but unpaid interest under the Note.

Mandatory Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Debenture Note is outstanding, the Company shall carry out a Subsequent FinancingQualified Offering, the Holder shall have the right to require the Company to first use up to 100% twenty percent (20%) of the gross proceeds of such Subsequent Financing (such dollar amount, the “Mandatory Redemption Proceeds”) Qualified Offering to redeem all or a portion of this Debenture Note for an amount in cash equal to the Mandatory Redemption Amount (a such redemption, the “Mandatory Redemption”). The Holder may continue to convert the Note from the Mandatory Redemption Notice Date (defined below) until the Mandatory Redemption Date. The Company shall deliver notice to the Holder of the Subsequent Financing details of the Qualified Offering at least five (5) Trading Days prior to the closing of the Subsequent Financing Qualified Offering (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Mandatory Redemption Notice” ”, and the date such Mandatory Redemption Notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the Holder on or prior to the second (2nd) Trading Day following the consummation of the Subsequent Financing Qualified Offering (“Mandatory Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the then outstanding Debentures Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s) initial purchases of Debentures Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.