Common use of Optional Redemption at Election of the Holder Clause in Contracts

Optional Redemption at Election of the Holder. Subject to the provisions of this Section 6(a), at any time after the date hereof, in the event of a Change of Control Transaction that results in an non-Affiliated third party acquiring more than 50% of the voting securities of the Company in one transaction or a series of related transactions, in addition to any other rights hereunder, the Holder may deliver a notice to the Company (an "OPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the "OPTIONAL REDEMPTION NOTICE DATE") of its irrevocable election to cause the Company redeem some or all of the then outstanding amounts owed under this Debenture, for an amount, in cash, or, subject to the conditions set forth below, at the Company's option, in shares of registered Common Stock, equal to the Optional Redemption Amount on the 20th Trading Day following the Optional Redemption Notice Date (such date, the "OPTIONAL REDEMPTION DATE" and such redemption, the "OPTIONAL REDEMPTION"). The Company shall deliver notice of its election to pay the Optional Redemption Amount in shares of Common Stock within 1 Trading Day of its receipt of an Optional Redemption Notice. Failure to so deliver a notice to pay an Option Redemption Amount in shares of Common Stock within 1 Trading Day shall be deemed an election by the Company to pay such amount in cash. The Optional Redemption Amount is due in full on the Optional Redemption Date. If the Company elects to pay an Optional Redemption Amount in shares of Common Stock, such shares shall be based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 85% of the average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Optional Redemption Date. The Company may only elect to pay the Optional Redemption Amount in shares of Common Stock if during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date such shares of Common Stock are issued to the Holder, 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 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 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 or require the Company to pay such Optional Redemption Amount in cash. The Company covenants and agrees that it will honor all Notices of Conversion tendered in accordance with this Debenture 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 the Holder. Subject to the provisions of this Section 6(a6(b), at any time after the date hereof, in the event of a Change of Control Transaction that results in an non-Affiliated third party acquiring more than 50% of the voting securities of the Company in one transaction or a series of related transactions, in addition to any other rights hereunder, the Holder may deliver a notice to the Company (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 cause the Company redeem some or all of the then outstanding amounts owed under this Debenture, for an amount, in cash, or, subject to the conditions set forth below, at the Company's ’s option, in shares of registered Common Stock, equal to the Optional Redemption Amount on the 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 Company shall deliver notice of its election to pay the Optional Redemption Amount in shares of Common Stock within 1 Trading Day of its receipt of an Optional Redemption Notice. Failure to so deliver a notice to pay an Option Redemption Amount in shares of Common Stock within 1 Trading Day shall be deemed an election by the Company to pay such amount in cash. The Optional Redemption Amount is due in full on the Optional Redemption Date. If the Company elects to pay an Optional Redemption Amount in shares of Common Stock, such shares shall be based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8590% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Optional Redemption Date. The Company may only elect to pay the Optional Redemption Amount in shares of Common Stock if during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date such shares of Common Stock are issued to the Holder, 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 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 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 or require the Company to pay such Optional Redemption Amount in cash. The Company covenants and agrees that it will honor all Notices of Conversion tendered in accordance with this Debenture 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 the Holder. Subject to the provisions of this Section 6(a), at any time after the date hereof, in the event of a Change of Control Transaction that results in an non-Affiliated third party acquiring more than 50% of the voting securities of the Company in one transaction or a series of related transactions, in addition to any other rights hereunder, the Holder may deliver a notice to the Company (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 cause the Company to redeem some or all of the then outstanding amounts owed under this Debenture, for an amount, in cash, or, subject to the conditions set forth below, at the Company's ’s option, in shares of registered Common Stock, equal to the Optional Redemption Amount on the 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 Company shall deliver notice of its election to pay the Optional Redemption Amount in shares of Common Stock within 1 2 Trading Day Days of its receipt of an Optional Redemption Notice. Failure to so deliver a notice to pay an Option Redemption Amount in shares of Common Stock within 1 2 Trading Day Days shall be deemed an election by the Company to pay such amount in cash. The Optional Redemption Amount is due in full on the Optional Redemption Date. If the Company elects to pay an Optional Redemption Amount in shares of Common Stock, such shares shall be based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 8590% of the average of the VWAPs for the 5 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Optional Redemption Date. The Company may only elect to pay the Optional Redemption Amount in shares of Common Stock if during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date such shares of Common Stock are issued to the Holder, 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 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 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 or require the Company to pay such Optional Redemption Amount in cash. The Company covenants and agrees that it will honor all Notices of Conversion tendered in accordance with this Debenture from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.