Common use of Optional Redemption at Election of Company Clause in Contracts

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the six month anniversary of the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6(a), at any time after the 6-month anniversary of the Closing Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the IPO Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”” which shall not be prior to the IPO Date) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 60th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 60 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice if there Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an existing Event Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all Notices of Default Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. The payment of cash or issuance of Common Stock, as applicable, pursuant to an existing event which, with Optional Redemption shall be payable on the passage of time or giving of notice, would constitute an Event of DefaultOptional Redemption Date. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices Holder may elect to convert the outstanding principal amount of the Debenture pursuant to Section 4 prior to actual payment in cash for any redemption under this Section 6 by the delivery of a Notice of Conversion tendered from to the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in fullCompany.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial principal amount of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder Holders (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an optional redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date, each of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Original Issue Date and prior to the Maturity Date, the Company may may, deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election election, unless waived by the Holder, to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement. In the event of any such attempt to repay the Notes, the Holder shall have the right to convert the Notes prior to the date of any such prepayment in accordance with the conversion mechanics set forth herein.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Exchange Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 5th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 5 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an no existing Event of Default or an and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of during the Optional Redemption Amount remains unpaid after period. If such datecondition shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereafter, to invalidate such condition has not been met in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 30 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to effect an Optional Redemption shall be applied ratably among the Holders of Debentures.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 10 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the date hereof the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 65, at any time and from time to time either (i) prior to the second (2nd) anniversary of the date hereof if, but only if, the Company successfully consummates a debt or equity financing of the Hobbs, New Mexico deconversion facility (the “Xxxxx Facility”) in the amount of at least $25,000,000, or (ii) after the second (2nd) anniversary of the date hereof, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business thirtieth (30th) calendar day (or if such day is not a Trading Day, the first Trading Day following such date) following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices any Notice of Conversion tendered by the Holder from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. “Optional Redemption Amount” means the sum of (i) 110% of the principal amount of this Note redeemed pursuant to subpart (i) of this Section 5(a), or, 106% of the principal amount of this Note redeemed pursuant to subpart (ii) of this Section 5(a), as the case may be, and (ii) all accrued but unpaid interest in respect of this Note at the Optional Redemption Date.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after date hereof, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the 12-month anniversary of the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with on each Trading Day during the passage of time or giving of notice, would constitute an Event of Default. If any portion of period commencing on the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made, each of the Equity Conditions shall have been met. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. (i) Subject to the provisions of this Section 66(b), the Company may deliver a notice to the Holder at any time (an “Optional Redemption Notice” ”, and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some all or all any portion of the then outstanding principal amount of this Debenture for cash in an amount equal to the sum of (1) 110% of the portion of the outstanding principal amount of this Debenture elected to be redeemed plus 100% of accrued but unpaid interest thereon and (2) all liquidated damages and other amounts then due in respect of the Debenture (the “Optional Redemption Amount Amount”) on the 10th Business Day 30th calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” ”, and such redemption, the “Optional Redemption”). ; provided, notwithstanding anything to the contrary set forth herein, the Company may not deliver an Optional Redemption Notice at a time when an Event of Default has occurred and is continuing. (ii) The Optional Redemption Amount is shall be payable in full on the Optional Redemption Date. The If the Company may not deliver an elects to redeem this Debenture pursuant to this Section 6 or any other Debenture, it shall redeem all outstanding Debentures in full simultaneously by paying the Holder the applicable Optional Redemption Notice if there is an existing Event of Default or an existing event which, Amount payable with respect to all outstanding Debentures on the passage of time or giving of notice, would constitute an Event of Defaultsame Optional Redemption Date. If any portion of the payment pursuant to Optional Redemption Amount payable in respect of an Optional Redemption shall not be paid by the Company on by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% two (2%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Holder may elect to convert the outstanding principal amount of the Debenture pursuant to Section 4 prior to actual payment in cash for any redemption under this Section 6 by the delivery of a Notice of Conversion to the Company. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, to invalidate such Optional Redemption, ab initio, and, with respect to by a provision of the Company’s failure to honor the Optional RedemptionTransaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall have no further right be extended to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered the third Trading Day after proper notice from the time of delivery of Company) in which case the Optional Redemption Notice through the date all amounts owing thereon are due shall be null and paid in fullvoid, ab initio.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all all, but not less than all, of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business tenth (10th) Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such ten (10) Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date on which payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within three (3) Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third (3rd) Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. In addition, in the event of any Optional Redemption, the Company shall issue to the Holder Series B Warrants to purchase a number of shares of Common Stock equal to 50% of the Conversion Shares issuable on an as-converted basis of the principal amount of the Holder’s Debenture redeemed in the Optional Redemption (for purposes of clarity, not including any principal amount of this Debenture that is converted by the Holder during the Optional Redemption Period) as if such principal amount of this Debenture was converted immediately prior to such Optional Redemption, in the form of Series A Warrant issued on the Closing Date, exercisable for a period of five (5) years from the Optional Redemption Date (the “Series B Warrant”). The Company shall deliver the Series B Warrants on the Optional Redemption Date. The purchase price of one share of Common Stock under this Series B Warrant shall be equal to the Conversion Price of the Debenture on the Optional Redemption Date.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 12th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made. If any of the Equity Conditions shall cease to be satisfied at any time during the 12 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Closing Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the applicable Optional Redemption Amount on the 10th Business tenth (10th) Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such ten (10) Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an no existing Event of Default or an and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default. If any portion of Default during the payment pursuant to an period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If this condition shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at any time thereafterwithin three (3) Trading Days after the first day on which such condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the existence of such event, such notice period shall be extended to the third (3rd) Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. In the event of a Change of Control Transaction, the Company shall redeem the Debentures in full, in accordance with this Section 6(a).

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an ““ Optional Redemption NoticeNotice ” and the date such notice is deemed delivered hereunder, the ““ Optional Redemption Notice DateDate ”) of its irrevocable election to redeem some or all of the then outstanding principal amount Principal Amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the ““ Optional Redemption DateDate ” and such redemption, the ““ Optional RedemptionRedemption ”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full .. If any of the Equity Conditions shall cease to be satisfied at any time during the 10 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, to invalidate such Optional Redemption, ab initio, and, with respect to by a provision of the Company’s failure to honor the Optional RedemptionTransaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall have no further right be extended to exercise such the third Trading Day after proper notice from the Company) in which case the Optional Redemption. Redemption Notice shall be null and void, ab initio .. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to effect an Optional Redemption shall be applied ratably among all of the Holders of Debentures.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder Holders (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an optional redemption commencing on or after the one year anniversary of the Effective Date and then only if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date, each of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may may, deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some all or all a portion of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement. In the event of any such attempt to repay the Notes, the Holder shall have the right to convert the Notes prior to the date of any such prepayment in accordance with the conversion mechanics set forth herein.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” "COMPANY OPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”"COMPANY OPTIONAL REDEMPTION NOTICE DATE") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures for cash in an amount equal to the Company Optional Redemption Amount on the 10th Business Trading Day following the Company Optional Redemption Notice Date (such date, the “Optional Redemption Date” "COMPANY OPTIONAL REDEMPTION DATE" and such redemption, the “Optional Redemption”"COMPANY OPTIONAL REDEMPTION"). The Company Optional Redemption Amount is payable in full on the Company Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Company Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. In addition, if any portion of the Company Optional Redemption Amount remains unpaid after the Company Optional Redemption Date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate AB INITIO such redemption.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 10 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, 6 the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there Date through to the Optional Redemption Date and through and including the date such Optional Redemption Amount is an existing Event paid to the Holder, each of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day, the Holder has received proper notice from the Company that any time thereafter, to invalidate such Equity Condition has not been met in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 10 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. Any Optional Redemption shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date and through and including the date such shares of Default or an existing event whichCommon Stock are issued to the Holder, with each of the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a) and provided that the Company has filed all reports required to be filed by it pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “SEC Reports”), prior to the Optional Redemption Notice Date (defined below), then commencing 30 days following the date that the Company’s Common Stock is listed for trading on a National Securities Exchange and at any time thereafter, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day 60th calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date,” such 60 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all permitted Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through 5:00 p.m. (New York time) on the business day immediately preceding the Optional Redemption Date. The Company further agrees to use commercially reasonable efforts to promptly file all SEC Reports required to be filed. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Exchange Agreement. Unless a Holder elects to convert its Notes prior to the time and date specified above in compliance with the terms and conditions of this Note, each Holder shall, prior to 5:00 p.m. (New York time) on the Optional Redemption Date, return any and all amounts owing thereon are due original Notes to be redeemed to the Company (or such other place at set forth in the Optional Redemption Notice) and paid such certificates shall be duly endorsed or assigned either to the Company or in fullblank.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable the Company’s election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the then outstanding principal amount of this Debenture plus accrued and unpaid interest hereon (the “Optional Redemption Amount Amount”) on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the "Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable shall be paid in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice if there is an existing Event of Default or an existing event which, with Date through the passage of time or giving of notice, would constitute an Event of DefaultOptional Redemption Date. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon satisfied at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of time during the Optional Redemption Amount remains unpaid after such datePeriod, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within one Trading Day after the first day on which any time thereafter, to invalidate such Equity Condition has not been met in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”); provided that the Company’s Optional Redemption Notice may state that such notice is conditioned upon (x) a transaction in connection with the refinancing in full of the obligations under the Debentures, or (y) a transaction resulting in a Change of Control Transaction, in each case, to the extent such transaction is not consummated, in which case such Optional Redemption Notice may be revoked by the Company. The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of Equity Condition shall have been met (unless waived in writing by the payment pursuant to an Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If the Equity Condition shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereafterthe Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of the Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. (i) Subject to the provisions of this Section 66(b), the Company may deliver a notice to the Holder at any time (an “Optional Redemption Notice” ”, and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some all or all any portion of the then outstanding principal amount of this Debenture for cash in an amount equal to the sum of (1) 115% of the portion of the outstanding principal amount of this Debenture elected to be redeemed plus 100% of accrued but unpaid interest thereon and (2) all liquidated damages and other amounts then due in respect of the Debenture (the “Optional Redemption Amount Amount”) on the 10th Business Day calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” ”, and such redemption, the “Optional Redemption”). ; provided, notwithstanding anything to the contrary set forth herein, the Company may not deliver an Optional Redemption Notice at a time when an Event of Default has occurred and is continuing. (ii) The Optional Redemption Amount is shall be payable in full on the Optional Redemption Date. The If the Company may not deliver an elects to redeem this Debenture pursuant to this Section 6 or any other Debenture, it shall redeem all outstanding Debentures in full simultaneously by paying the Holder the applicable Optional Redemption Notice if there is an existing Event of Default or an existing event which, Amount payable with respect to all outstanding Debentures on the passage of time or giving of notice, would constitute an Event of Defaultsame Optional Redemption Date. If any portion of the payment pursuant to Optional Redemption Amount payable in respect of an Optional Redemption shall not be paid by the Company on by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% two (2%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption, unless the Holder elects to proceed with an Optional Redemption in its sole discretion. The Holder may elect to convert the outstanding principal amount of the Debenture pursuant to Section 4 prior to actual payment in cash for any redemption under this Section 6 by the delivery of a Notice of Conversion to the Company. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the 12-month anniversary of the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for (i) cash in an amount equal to the Optional Redemption Amount and (ii) warrants to purchase shares of Common Stock in an amount equal to the principal amount of this Debenture being redeemed pursuant to such Optional Redemption divided by the then applicable Conversion Price, which warrants shall be immediately exercisable and shall have a term of exercise equal to the earlier of (x) 5 years following their issuance or (y) a period of time following the effective date of the registration statement covering the resale of such warrants equal to the amount of time between the Optional Redemption Notice Date and the Maturity Date (by way of an example, if the Maturity Date is on the 10th Business three year anniversary of the Original Issue Date and an Optional Redemption Notice Date is on the two year anniversary of the Original Issue Date, the exercise term for purposes of this clause (y) would be one year following the effective date of the registration statement covering the resale of the shares of Common Stock underlying such warrants), an exercise price equal to the average of the VWAPs for the 20 Trading Days immediately prior to the Optional Redemption Date (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like) and otherwise be in the form of warrant attached to the Purchase Agreement as Exhibit C (such warrants, the “Optional Redemption Warrants”), on the 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion (i) each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after is actually made and (ii) the aggregate principal amount of Debentures subject to such dateOptional Redemption held by the Holder and the other holders of Debentures is $5,000,000 or more (or such lesser aggregate principal amount of Debentures as is then outstanding). If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void, ab initio. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to an Optional Redemption at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect prior to the Company’s failure to honor date that the Optional RedemptionRedemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Company Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the period from the Optional Redemption Notice Date until the date the Optional Redemption Amount is paid in full shall have no further right be first applied to exercise the principal amount subject to such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts (including Optional Redemption Warrants) owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder Holders (an “Optional Redemption Notice” "OPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”"OPTIONAL REDEMPTION NOTICE DATE") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” "OPTIONAL REDEMPTION DATE" and such redemption, the “Optional Redemption”"OPTIONAL REDEMPTION"). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an optional redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date, each of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor Notice in which case the Optional RedemptionRedemption Notice shall be null and void, the Company shall have no further right to exercise such Optional RedemptionAB INITIO. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The payment of cash pursuant to an Optional Redemption shall be made on the Optional Redemption Date. If any portion of the cash payment for an Optional Redemption shall not be paid by the Company by the respective due date, interest shall accrue thereon at the rate of 18% per annum (or the maximum rate permitted by applicable law, whichever is less) until the payment of the Optional Redemption Amount plus all amounts owing thereon is paid in full. Alternatively, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holders subject to such redemption may elect, by written notice to the Company given at any time thereafter, to invalidate AB INITIO such redemption, notwithstanding anything herein contained to the contrary, and, with respect the failure to honor an Optional Redemption only, the Company shall have no further right to exercise such Optional Redemption Right. Notwithstanding anything to the contrary in this Section 6, the Company's determination to redeem in cash or shares of Common Stock shall be applied ratably among the Holders based upon the principal amount of Debentures then outstanding and held by such Holders.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the 12-month anniversary of the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with on each Trading Day during the passage of time or giving of notice, would constitute an Event of Default. If any portion of period commencing on the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made, each of the Equity Conditions shall have been met. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereafter, to invalidate such Equity Condition has not been met in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the 12-month anniversary of the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser later of 18% per annum or (i) the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to Optional Redemption Date and through and including (ii) the contrary, if any portion date on which the payment of the Optional Redemption Amount remains unpaid after such dateis actually made, each of the Equity Conditions shall have been satisfied. If any of the Equity Conditions shall cease to be satisfied at any time during the 10 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, to invalidate such Optional Redemption, ab initio, and, with respect to by a provision of the Company’s failure to honor the Optional RedemptionTransaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall have no further right be extended to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered the third Trading Day after proper notice from the time of delivery of Company) in which case the Optional Redemption Notice through the date all amounts owing thereon are due shall be null and paid in fullvoid, ab initio.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6(a), at any time after 6-month anniversary of the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the 12-month anniversary of the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 30 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Exchange Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 67(a), at any time after the earlier of (i) the closing of the Subsequent Public Offering or (ii) 9 months after the Plan Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some all or all a portion of the then outstanding principal amount Principal Amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day 30th calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date,” such 30 calendar day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, is made with respect to all Debentures issued under the Company’s failure to honor Purchase Agreement on a pro rata basis, based on the Optional Redemption, the Company shall have no further right to exercise such Optional Redemptionrespective aggregate outstanding Principal Amounts of each Debenture. The Company covenants and agrees that it will honor all Voluntary Conversion Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder Holders (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date and through and including the date such shares of Default or an existing event whichCommon Stock are issued to the Holder, with each of the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after six months following the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then entire outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by Notice Date through the Company on Optional Redemption Date and through and including the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at any time thereafterCompany, to invalidate such in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full, and to the extent elected by the Holder, any such conversions effected during such period shall be applied against principal amount otherwise payable on the Optional Redemption Date. If the Company elects to redeem this Note it must redeem all outstanding Notes.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 1822% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such twenty (20)-Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within three (3) Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to At any time after the provisions 90 day anniversary of this Section 6the Effective Date, the Company may deliver a notice to the Holder Holders (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date, each of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a) and Section 6(c), at any time and from time to time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day 20th day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such twenty day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 610.01, at any time after the later of (I) the eighteen (18) month anniversary of the Initial Issue Date and (II) the date that the Senior Debt is no longer outstanding, if the Daily VWAP of the Common Stock of the Company for at least 20 Trading Days (whether or not consecutive) during a period of 30 consecutive Trading Days exceeds $18.00, the Company may deliver a notice to the Holder Holders (with a copy to the Trustee) (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash the Notes in an amount equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 30 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”)) in cash. The Each Optional Redemption Amount is payable in full Notice shall be irrevocable and specify: (a) That the Daily VWAP of the Common Stock of the Company for at least 20 Trading Days during a period of 30 consecutive Trading Days prior to such Optional Redemption Notice exceeded $18.00; (b) the Optional Redemption Date; (c) the Optional Redemption Amount; (d) that, on the Optional Redemption Date. The Company may not deliver an , the Optional Redemption Notice if there is an existing Event of Default or an existing event which, with Amount will become due and payable upon each Note to be redeemed; (e) that Notes called for redemption must be surrendered to the passage of time or giving of notice, would constitute an Event of Default. If any portion of Paying Agent to collect the payment pursuant to an Optional Redemption shall not Amount; (f) the place or places where such Notes are to be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion surrendered for payment of the Optional Redemption Amount remains unpaid after such dateAmount; (g) the paragraph or subparagraph of this Indenture pursuant to which the Notes are being called for redemption (h) with respect to Global Notes, the Holder that Holders may elect, by written notice to the Company given surrender their Notes for conversion at any time thereafter, prior to invalidate such the Close of Business on the Trading Day immediately preceding the Optional Redemption, ab initio, Redemption Date and, with respect to Physical Notes, that Holders may surrender their Notes for conversion at any time prior to the Close of Business on the third Trading Date immediately preceding the Optional Redemption Date; (i) the CUSIP, ISIN, or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes; and (j) in case any physical Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed potion thereof shall be issued. The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Upon the Company’s failure written request in an Officer’s Certificate delivered to honor the Optional RedemptionTrustee at least 5 Business Days prior to the requested date of delivery (or such shorter period as shall be satisfactory to the Trustee), the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it Trustee will honor all Notices of Conversion tendered from the time of delivery of deliver the Optional Redemption Notice through to the date Holders in the name of and at the expense of the Company. If fewer than all of the outstanding Notes are to be redeemed, in the case of a Global Note, the Notes or portions thereof to be redeemed (in principal amounts owing thereon are of $1.00 or multiples thereof) shall be selected according to the applicable procedures of the Depositary, or, in the case of Physical Notes, the Notes to be redeemed (in principal amounts of at least $1.00 or $1.00 multiples in excess thereof) shall, upon written request of the Company, be selected by the Trustee by lot or by any other method the Trustee in its sole discretion deems fair and appropriate. The Company shall notify the Trustee in writing of the percentage of Global Notes and Physical Notes to be redeemed. The Trustee will notify the Company promptly of the Notes or portions of the Notes to be called for redemption. If any Note selected for partial redemption is submitted for conversion after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption (and the Optional Redemption Amount due and paid will be reduced accordingly), subject, in fullthe case of Notes represented by a Global Note, to the Depositary’s applicable procedures.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Original Issue Date, the Company may may, deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the nonexistence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a)(i), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the May 2009 Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the 24-month anniversary of the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” "OPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”"OPTIONAL REDEMPTION NOTICE DATE") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount plus, the issuance of Redemption Warrants issuable as a result of the Optional Redemption of such principal amount, on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” "OPTIONAL REDEMPTION DATE" and such redemption, the “Optional Redemption”"OPTIONAL REDEMPTION"). The Optional Redemption Amount is payable and Redemption Warrants are due in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date, each of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such Optional Redemption, ab initio, and, with respect notice period shall be extended to the third Trading Day after proper notice from the Company’s failure to honor ) in which case the Optional RedemptionRedemption Notice shall be null and void, the Company shall have no further right to exercise such Optional RedemptionAB INITIO. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company's election to exercise an Optional Redemption shall be applied ratably to all of the holders of Debentures based on their initial purchases of Debenture pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6(a), at any time after the 6-month anniversary of the Closing Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) Exchange Amount pursuant to the Exchange Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Closing Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the applicable Optional Redemption Amount on the 10th Business thirtieth (30th) Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such thirty (30) Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if (1) there is an no existing Event of Default or an and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default. If any portion of Default during the payment pursuant to an period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after is actually made in full, and (2) all of the Equity Conditions have been met (unless waived by Holders owning a majority in Original Principal Amount of the Notes in writing) during such datethirty (30) Trading Days period. If this condition shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at any time thereafterwithin three (3) Trading Days after the first day on which such condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the existence of such event, such notice period shall be extended to the third (3rd) Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable the Company’s election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the then outstanding principal amount of this Debenture plus accrued and unpaid interest hereon (the “Optional Redemption Amount Amount”) on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable shall be paid in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice if there is an existing Event of Default or an existing event which, with Date through the passage of time or giving of notice, would constitute an Event of DefaultOptional Redemption Date. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon satisfied at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of time during the Optional Redemption Amount remains unpaid after such datePeriod, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within one Trading Day after the first day on which any time thereafter, to invalidate such Equity Condition has not been met in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Closing Date and until one year after the Closing Date, the Company may deliver a notice to the Holder Holders (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business Day 30th calendar day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date and through and including the date such shares of Default or an existing event whichCommon Stock are issued to the Holder, with each of the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 calendar days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third calendar day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the later of (i) the two year anniversary of the Original Issue Date and (ii) the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 30 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, by Company shall deliver a written notice to the Company given at Holder of any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor and the Optional Redemption, Redemption shall be void ab initio unless such failure is waived in writing by the Company shall have no further right to exercise such Optional RedemptionHolder. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the twelve (12) month anniversary of the date of the Purchase Agreement, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business twentieth (20th)Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the twenty (20) Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within three (3) Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the date of issuance of this Debenture, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is shall be payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by Notice Date through the Company on Optional Redemption Date and through and including the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the nonexistence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, if at any time after the 1 year anniversary of the Effective Date each of the Closing Prices during any 20 consecutive Trading Day period is less than the then Conversion Price (such period commencing only after such anniversary date, such period the "Redemption Threshold Period"), the Company may may, within 1 Trading Day of any Redemption Threshold Period, deliver a notice to the Holder Holders (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”)") all of the then outstanding Debentures, for an amount, in cash, equal to the Optional Redemption Amount. The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an optional redemption if during the Redemption Threshold Period through to the Optional Redemption Date, each of the Equity Conditions shall have been met. If any of the Equity Conditions shall cease to be satisfied at any time during the required period, then the Holder may elect to nullify the Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such Optional Redemption, ab initio, and, with respect notice period shall be extended to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered third Trading Day after proper notice from the time of delivery of Company) in which case the Optional Redemption Notice through shall be null and void, ab initio. Any election by the date Company under this Section 6(a) shall require the redemption of all amounts owing thereon are due and paid in fullDebentures.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made. If any of the Equity Conditions shall cease to be satisfied at any time during the 30 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), the Company may deliver a notice to the Holder Lenders (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture the Loans, on a pro rata basis, for cash in an amount equal to the greater of (x) the Optional Redemption Amount and (y) the product of (1) the aggregate number of shares of Common Stock then issuable upon conversion of the applicable Optional Redemption Amount (without regard to any limitations on conversion set forth herein) multiplied by (2) the greatest closing sale price of the Common Stock on any Trading Day during the period commencing on the 10th Business date immediately preceding such Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 6 (each, a “Company Optional Redemption Price”) on the 2nd Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 2nd Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Company Optional Redemption Amount Price is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the Lenders based on their Term Loan Commitment Percentages.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of Optional Redemption Notice Date through the 5th Trading Day following the Optional Redemption Notice through Date. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the date all amounts owing thereon are due and paid in fullholders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after (i) the Company shall have obtained Shareholder Approval and it shall have been deemed effective and (ii) the Able Energy/All American Transaction and the Able Energy/All American Transaction Documents shall have been consummated and be effective, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with on each Trading Day during the passage of time or giving of notice, would constitute an Event of Default. If any portion of period commencing on the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made, each of the Equity Conditions shall have been met. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. Notwithstanding anything herein to the contrary, in the event an Optional Redemption is being undertaken in connection with a financing that would otherwise result in an adjustment to the Conversion Price pursuant to Section 5(b) and the Company arranges for the direct redemption of all or part of this Debenture out of the closing of such Dilutive Issuance, the Conversion Price as to the principal amount of this Debenture subject to an Optional Redemption shall not be adjusted as to such Dilutive Issuance on or before the Optional Redemption Date, provided that in the event the Optional Redemption Amount is not paid in full on or before the Optional Redemption Date, the Conversion Price shall be immediately adjusted to the lower price pursuant to Section 5(b).

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the 12-month anniversary of the Closing, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 30 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(b), if after the 12-month anniversary of the Original Issue Date, the VWAP for each of any 20 consecutive Trading Days, which period shall have commenced only after the 12-month anniversary of the Original Issue Date (such period the “Threshold Period”), exceeds $1.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, if the Closing Price on each of 20 consecutive Trading Days (the “ Measurement Period ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $1.7345 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like that occur after the Original Issue Date) the Company may may, within 1 Trading Day of the end of such Measurement Period, deliver a notice to the Holder (an ““ Optional Redemption NoticeNotice ” and the date such notice is deemed delivered hereunder, the ““ Optional Redemption Notice DateDate ”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the ““ Optional Redemption DateDate ” and such redemption, the ““ Optional RedemptionRedemption ”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made .. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided, to invalidate such Optional Redemptionhowever, ab initiothat if, and, with respect to by a provision of the Company’s failure to honor the Optional RedemptionTransaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall have no further right be extended to exercise such the third Trading Day after proper notice from the Company) in which case the Optional Redemption. Redemption Notice shall be null and void, ab initio .. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after 90 days after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Original Issue Date and from time to time, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date,” such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through 5:00 p.m. (New York time) on the business day immediately preceding the Optional Redemption Date. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. Unless a Holder elects to convert its Debentures prior to the time and date specified above, each Holder shall, prior to 5:00 p.m. (New York time) on the Optional Redemption Date, return any and all amounts owing thereon are due original Debentures to be redeemed to the Company (or such other place at set forth in the Optional Redemption Notice) and paid such certificates shall be duly endorsed or assigned either to the Company or in fullblank.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, to invalidate such Optional Redemption, ab initio, and, with respect to by a provision of the Company’s failure to honor the Optional RedemptionTransaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall have no further right be extended to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered the third Trading Day after proper notice from the time of delivery of Company) in which case the Optional Redemption Notice through the date all amounts owing thereon are due shall be null and paid in fullvoid, ab initio.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, if at any time after the one year anniversary of the Effective Date, the VWAP for each of any 20 consecutive Trading Days, which period shall have commenced only after the one year anniversary of the Effective Date (such period the “Threshold Period”), exceeds $14.78 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the Original Issue Date), the Company may may, within 1 Trading Day after the end of any such Threshold Period deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all up to 50% of the then outstanding principal amount of this Debenture (increasing to 100% of the outstanding principal amount of this Debentures if the VWAP for each Trading Day during a Threshold Period exceeds $19.71 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the Original Issue Date)), for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion (i) each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after is actually made in full and (ii) the aggregate principal amount of Debentures subject to such dateOptional Redemption held by the Holder and the other holders of Debentures is $500,000 or more (or such lesser aggregate principal amount of Debentures as is then outstanding). If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date and through and including the date such shares of Default or an existing event whichCommon Stock are issued to the Holder, with each of the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices Notice of Conversion Conversions tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement. In the event of any such attempt to repay the Notes, the Holder shall have the right to convert the Notes prior to the date of any such prepayment in accordance with the conversion mechanics set forth herein.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of Equity Condition has not been met in which case the Optional Redemption Notice through the date all amounts owing thereon are due shall be null and paid in fullvoid, ab initio.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount Principal Amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full .. If any of the Equity Conditions shall cease to be satisfied at any time during the 10 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to effect an Optional Redemption shall be applied ratably among all of the Holders of Debentures.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Original Issue Date, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on a specified Trading Day which shall be no earlier than the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” ", such 10 (or greater) Trading Day period, the "Optional Redemption Period" and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company's determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor's) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, to invalidate such Optional Redemption, ab initio, and, with respect to by a provision of the Company’s failure to honor the Optional RedemptionTransaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall have no further right be extended to exercise such the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, abinitio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of Optional Redemption Notice Date through the 5th Trading Day following the Optional Redemption Notice through Date. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the date all amounts owing thereon are due and paid in fullholders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions (except as provided below) shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. Notwithstanding anything herein to the contrary, to the extent that the delivery of the Conversion Shares would result in the Holder and the Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to receive the Conversion Shares issuable upon conversion during the Optional Redemption Period to such extent and such Conversion Shares to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the Attribution Parties exceeding the Beneficial Ownership Limitation (as limited under Equity Conditions), at which time or times the Holder shall be granted such Conversion Shares to the same extent as if there had been no such limitation. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. In addition, in the event of any Optional Redemption the Holder shall receive a Series B Warrant equal to 50% of the Conversion Shares issuable on an as-converted basis of the principal amount of the Holder’s Debenture redeemed as if such principal amount of this Debenture was converted immediately prior to such Optional Redemption, in the form of warrant attached hereto as Exhibit I exercisable for a period of five (5) years from the Original Issuance Date of the Debenture (the “Series B Warrant”). The purchase price of one share of Common Stock under this Series B Warrant shall be equal to the Exercise Price, as defined in Section 2(b) of the Series B Warrant.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the 6-month anniversary of the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with on each Trading Day during the passage of time or giving of notice, would constitute an Event of Default. If any portion of period commencing on the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made, each of the Equity Conditions shall have been met. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 611(c), at any time after the 36-month anniversary of the Issuance Date if the Closing Bid Price on at least 15 out of 20 consecutive Trading Days exceeds 200% of the then Conversion Price (the last such date, the “Trigger Date”), so long as there then exists no Equity Conditions Failure, the Company may may, on one occasion only within one Trading Day of a Trigger Date, deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash by wire transfer of immediately available funds in an amount equal to the Optional Redemption Amount all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If there is an Equity Conditions Failure at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied according to each Holder’s Holder Pro Rata Amount.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, to invalidate such Optional Redemption, ab initio, and, with respect to by a provision of the Company’s failure to honor the Optional RedemptionTransaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall have no further right be extended to exercise such the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, abinitio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the 2-year anniversary of the Original Issue Date, provided that the VWAP of the Common Stock has been at least 150% of the Conversion Price for any 20 out of 30 consecutive Trading Days, such 30 consecutive Trading Day period beginning only after the 2-year anniversary of the Original Issue Date, then, within 1 Trading Day of the end of such period, the Company may deliver a notice to the Holder (an a “Company Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Company Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Company Optional Redemption Amount on the 10th Business 20th Trading Day following the Company Optional Redemption Notice Date (such date, the “Company Optional Redemption Date”, such 20 Trading Day period, the “Company Optional Redemption Period” and such redemption, the “Company Optional Redemption”). The Company Optional Redemption Amount is payable in full on the Company Optional Redemption Date. The Company may not deliver only effect an Company Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Company Optional Redemption Notice if there Date through to the Company Optional Redemption Date and through and including the date payment of the Company Optional Redemption Amount is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Defaultactually made in full. If any portion of the payment pursuant Equity Conditions shall cease to an be satisfied at any time during the Company Optional Redemption shall not be paid by Period through to the Company on Optional Redemption Date and through and including the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Company Optional Redemption Amount remains unpaid after such dateis actually made in full, then the Holder may elect, elect to nullify the Company Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after it receives written notice from the Company that any time thereaftersuch Equity Condition has not been met, to invalidate such in which case the Company Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Company Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to effect a Company Optional Redemption shall be applied ratably to all of the holders of the then outstanding Debentures.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6(a), at any time after the six (6) month anniversary of the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, to invalidate such Optional Redemption, ab initio, and, with respect to by a provision of the Company’s failure to honor the Optional RedemptionTransaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall have no further right be extended to exercise such the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, abinitio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). Additionally, in connection with any Optional Redemption Notice, on the Optional Redemption Notice Date, the Company shall issue to the Holder a common stock purchase warrant, otherwise with the same terms as (although the term shall be tolled until such issuance), and in the form of, the Series A Warrant, to purchase up to a number of Ordinary Shares equal to 60% of the principal amount of this Debenture subject to such Optional Redemption divided by the then Conversion Price (“Redemption Warrant”). The Optional Redemption Amount is payable in full and the Redemption Warrant is issuable on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company), in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Effective Date, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 22nd Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during such dateperiod, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 67(a), at any time after the earlier of (i) the closing of the Subsequent Public Offering or (ii) nine (9) months after the Plan Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some all or all a portion of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day 30th calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date,” such 30 calendar day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, is made with respect to all Debentures issued under the Company’s failure to honor Purchase Agreement on a pro rata basis, based on the Optional Redemption, the Company shall have no further right to exercise such Optional Redemptionrespective aggregate outstanding principal amounts of each Debenture. The Company covenants and agrees that it will honor all Voluntary Conversion Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the earlier of (i) the 12-month anniversary of the Effective Date and (ii) the expiration of the Effectiveness Period, the Company may deliver a notice to the Holder Holders (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable due in full on the Optional Redemption DateDate and the Holders shall accept such Optional Redemption in full or partial satisfaction, as the case may be, of this Debenture. The Company may not deliver only effect an optional redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date, each of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time while the Equity Conditions are met, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. Monthly Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the "Monthly Redemption"). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash; provided, however, as to any Monthly Redemption and upon 21 Trading Days' prior written irrevocable notice (the "Monthly Redemption Notice"), in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 5 Trading Day period) (the price calculated during the 5 Trading Day period immediately prior to the Monthly Redemption Date, the "Monthly Conversion Price" and such 5 Trading Day period, the "Monthly Conversion Period"); provided, further, that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Monthly Redemption, prior to such Monthly Conversion Period (but not more than 5 Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall have delivered to the Holder's account with The Depository Trust Company a number of shares of Common Stock to be applied against such Monthly Redemption Amount equal to the quotient of (x) the applicable Monthly Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 80% of the average of the 5 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Monthly Redemption Notice, (the "Pre-Redemption Conversion Shares"). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Monthly Conversion Period in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Monthly Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Monthly Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notice of Conversions tendered up until such amounts are paid in full. The Company's determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor's) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the Original Issuance Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable revocable election to redeem some or all of the then outstanding principal amount of this Debenture Note, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business Day 60th day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is equal to the sum of the un-converted principal balance outstanding plus the aggregate accrued interest payable in full outstanding on the Optional Redemption DateDate and is due in full. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date, each of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within three (3) Business Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Business Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Conversion Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the ---------------------------------------------- provisions of this Section 6, at any time after the 12-month anniversary of the Closing Date, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered ---------------------------- hereunder, the “"Optional Redemption Notice Date”") of its irrevocable ---------------------------------- election to redeem some or all of the then outstanding principal amount of this Debenture Debentures for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional -------- Redemption Date” " and such redemption, the “"Optional Redemption”"). The ---------------- ------------------- Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with on each Trading Day during the passage of time or giving of notice, would constitute an Event of Default. If any portion of period commencing on the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made, each of the Equity Conditions shall have been met. If any of the Equity Conditions shall cease to be satisfied at any time during the 20 Trading Day period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all -- ------ Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Optional Redemption at Election of Company. Subject to the provisions of this Section 10.01, at any time after the later of (I) June 6, 2024 and (II) the date that the Senior Debt is no longer outstanding, if the Daily VWAP of the Common Stock of the Company for at least 20 Trading Days (whether or not consecutive) during a period of 30 consecutive Trading Days exceeds $18.00, the Company may deliver a notice to the Holder Holders (with a copy to the Trustee) (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash the Notes in an amount equal to the Optional Redemption Amount on the 10th Business 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 30 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”)) in cash. The Each Optional Redemption Amount is payable in full Notice shall be irrevocable and specify: (a) That the Daily VWAP of the Common Stock of the Company for at least 20 Trading Days during a period of 30 consecutive Trading Days prior to such Optional Redemption Notice exceeded $18.00; (b) the Optional Redemption Date; (c) the Optional Redemption Amount; (d) that, on the Optional Redemption Date. The Company may not deliver an , the Optional Redemption Notice if there is an existing Event of Default or an existing event which, with Amount will become due and payable upon each Note to be redeemed; (e) that Notes called for redemption must be surrendered to the passage of time or giving of notice, would constitute an Event of Default. If any portion of Paying Agent to collect the payment pursuant to an Optional Redemption shall not Amount; (f) the place or places where such Notes are to be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion surrendered for payment of the Optional Redemption Amount remains unpaid after such dateAmount; (g) the paragraph or subparagraph of this Indenture pursuant to which the Notes are being called for redemption (h) with respect to Global Notes, the Holder that Holders may elect, by written notice to the Company given surrender their Notes for conversion at any time thereafter, prior to invalidate such the Close of Business on the second Trading Day immediately preceding the Optional Redemption, ab initio, Redemption Date and, with respect to Physical Notes, that Holders may surrender their Notes for conversion at any time prior to the Close of Business on the third Trading Date immediately preceding the Optional Redemption Date; (i) the CUSIP, ISIN, or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes; and (j) in case any physical Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed potion thereof shall be issued. The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Upon the Company’s failure written request in an Officer’s Certificate delivered to honor the Optional RedemptionTrustee at least 5 Business Days prior to the requested date of delivery (or such shorter period as shall be satisfactory to the Trustee), the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it Trustee will honor all Notices of Conversion tendered from the time of delivery of deliver the Optional Redemption Notice through to the date Holders in the name of and at the expense of the Company. If fewer than all of the outstanding Notes are to be redeemed, in the case of a Global Note, the Notes or portions thereof to be redeemed (in principal amounts owing thereon are of $1.00 or multiples thereof) shall be selected according to the applicable procedures of the Depositary, or, in the case of Physical Notes, the Notes to be redeemed (in principal amounts of at least $1.00 or $1.00 multiples in excess thereof) shall, upon written request of the Company, be selected by the Trustee by lot or by any other method the Trustee in its sole discretion deems fair and appropriate. The Company shall notify the Trustee in writing of the percentage of Global Notes and Physical Notes to be redeemed. The Trustee will notify the Company promptly of the Notes or portions of the Notes to be called for redemption. If any Note selected for partial redemption is submitted for conversion after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption (and the Optional Redemption Amount due and paid will be reduced accordingly), subject, in fullthe case of Notes represented by a Global Note, to the Depositary’s applicable procedures.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount Conversion Amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business 60th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 60 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. Additionally, upon any Optional Redemption the Company shall also issue to the Holder a Common Stock purchase warrant to purchase up to a number of shares of Common Stock equal to 60% of the Conversion Amount of this Debenture being redeemed divided by the then Conversion Price, with an exercise price equal to the then Conversion Price and a term of exercise equal to 10 years from the date of issuance thereof, otherwise in the form of the Warrant. Such warrant certificate shall be issued within 3 Trading Days of the Redemption and shall have customary piggyback registration rights reasonably acceptable to the Holder. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after Original Issue Date, the Company may may, deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Note for cash in an amount equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement. In the event of any such attempt to repay the Notes, the Holder shall have the right to convert the Notes prior to the date of any such prepayment in accordance with the conversion mechanics set forth herein.

Optional Redemption at Election of Company. Subject to the provisions of this Section 66(a), at any time after the 6 month anniversary of the Closing Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion each of the payment pursuant to an Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal Notice Date through to the lesser of 18% per annum or Optional Redemption Date and through and including the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion date payment of the Optional Redemption Amount remains unpaid after such dateis actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect, elect to nullify the Optional Redemption Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement.

Optional Redemption at Election of Company. Subject to the provisions of this Section 6, at any time after the 12-month anniversary of the Effective Date, the Company may deliver a notice to the Holder (an “"Optional Redemption Notice” " and the date such notice is deemed delivered hereunder, the “"Optional Redemption Notice Date”") of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture Debentures, for cash an amount, in an amount cash, equal to the Optional Redemption Amount on the 10th Business 20th Trading Day following the Optional Redemption Notice Date (such date, the “"Optional Redemption Date” " and such redemption, the “"Optional Redemption”"). The Optional Redemption Amount is payable due in full on the Optional Redemption Date. The Company may not deliver only effect an Optional Redemption if during the period commencing on the Optional Redemption Notice if there is an existing Event Date through to the Optional Redemption Date and through and including the date such shares of Default or an existing event whichCommon Stock are issued to the Holder, with each of the passage of time or giving of notice, would constitute an Event of DefaultEquity Conditions shall have been met. If any portion of the payment pursuant Equity Conditions shall cease to an Optional Redemption shall not be paid by satisfied at any time during the Company on required period, then the applicable due date, interest shall accrue thereon at an interest rate equal Holder may elect to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of nullify the Optional Redemption Amount remains unpaid after such date, the Holder may elect, Notice by written notice to the Company given at within 3 Trading Days after the first day on which any time thereaftersuch Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to invalidate notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional RedemptionRedemption Notice shall be null and void, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.