Common use of Optional Redemption by the Company Clause in Contracts

Optional Redemption by the Company. The Company shall have the right, at any time after the Effective Date, upon 20 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price equal to the 125% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in full.

Optional Redemption by the Company. The Company shall have Except in certain limited circumstances relating to maintaining our qualification as a REIT as described above in “General—Restrictions on Ownership and Transfer,” we cannot redeem the rightSeries B Preferred Stock prior to the later of (1) the first anniversary of the Series B Termination Date and (2) June 1, 2022. On and after the later of (1) first anniversary of the Series B Termination Date and (2) June 1, 2022, at our sole option upon not less than 30 nor more than 60 days’ written notice, we may redeem shares of the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus an amount equal to all accumulated and unpaid dividends on such shares to, but excluding, the date fixed for redemption, without interest. Holders of Series B Preferred Stock to be redeemed must then surrender such Series B Preferred Stock at the place designated in the notice. Upon surrender of the Series B Preferred Stock, the holders will be entitled to the redemption price. If notice of redemption of any shares of Series B Preferred Stock has been given and if we have deposited the funds necessary for such redemption with the paying agent for the benefit of the holders of any of the shares of Series B Preferred Stock to be redeemed, then from and after the Effective Dateredemption date, upon 20 Trading Days' prior written notice dividends will cease to accumulate on those shares of Series B Preferred Stock, those shares of Series B Preferred Stock will no longer be deemed outstanding and all rights of the Holder (an "Optional Redemption Notice" and holders of such shares will terminate, except the date such notice is received by right to receive the Holder, the "Notice Date"), to redeem no redemption price. If less than the entire principal amount of this Debenture then held by the Holder, at a cash price equal to the 125% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued outstanding Series B Preferred Stock is to be redeemed, the Series B Preferred Stock to be redeemed will be selected (1) pro rata, (2) by lot or (3) by any other fair and equitable method that our board of directors may choose. Unless full cumulative dividends for all applicable past dividend periods on all shares of Series B Preferred Stock and any shares of stock that rank on parity with regards to dividends and upon liquidation have been or contemporaneously are declared and paid (or declared and a sum sufficient for payment set apart for payment), no shares of Series B Preferred Stock will be redeemed. In such event, we also will not purchase or otherwise acquire directly or indirectly any shares of Series B Preferred Stock (except by exchange for our capital stock ranking junior to the Holder Series B Preferred Stock as to dividends and all of upon liquidation). However, the Underlying Shares as are issuable foregoing will not prevent us from purchasing shares pursuant to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believesour charter, in good faithorder to ensure that we continue to meet the requirements for qualification as a REIT, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved from acquiring shares of Common Series B Preferred Stock for pursuant to a purchase or exchange offer made on the issuance same terms to holders of all the Underlying Shares outstanding shares of Series B Preferred Stock and any shares of stock that rank on parity with regards to dividends and upon liquidation. So long as no dividends are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to arrears, we will be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given entitled at any time after any and from time to time to repurchase shares of Series B Preferred Stock in open-market transactions duly authorized by the foregoing conditions shall cease board of directors and effected in compliance with applicable laws. We will deliver a notice of redemption, by overnight delivery, by first class mail, postage prepaid or electronically to be in effectholders thereof, or request our agent, on behalf of us, to invalidate ab initio such redemptionpromptly do so by overnight delivery, notwithstanding anything herein contained to the contraryby first class mail, postage prepaid or electronically. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice The notice will be provided not less than 30 nor more than 60 days prior to the date fixed for redemption in such notice. Each such notice will state: (1) the date for redemption; (2) the number of Series B Preferred Stock to be redeemed; (3) the CUSIP number for the Series B Preferred Stock; (4) the applicable redemption price on a per share basis; (5) if applicable, the place or places where the certificate(s) for such shares are to be surrendered for payment of the price for redemption; (6) that dividends on the Optional Redemption Price Series B Preferred Stock to be redeemed will cease to accumulate from and after such date of redemption; and (7) the applicable provisions of our charter under which such redemption is due made. If fewer than all shares held by any holder are to be redeemed, the notice delivered to such holder will also specify the number of Series B Preferred Stock to be redeemed from such holder or the method of determining such number. We may provide in any such notice that such redemption is subject to one or more conditions precedent and paid that we will not be required to effect such redemption unless each such condition has been satisfied at the time or times and in fullthe manner specified in such notice. No defect in the notice or delivery thereof will affect the validity of redemption proceedings, except as required by applicable law. If a redemption date falls after a record date and on or prior to the corresponding dividend payment date, each holder of Series B Preferred Stock at the close of business on that record date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before the dividend payment date, and the redemption price received by the holder on the redemption date will be $25.00 per share.

Optional Redemption by the Company. The Company shall have Any time after the rightthird anniversary of the Closing Date, the Company, at the option of the Board of Directors, may redeem the Outstanding Principal Amount (or portion thereof) of this Note, at any time after or from time to time, upon notice as provided in this Article III, at the Effective Redemption Price in effect at the Redemption Date, upon 20 Trading Days' provided, however, that this Note may not be redeemed pursuant to this Section 3.1 if at any time during the 135 days prior written notice to the Redemption Date the Shelf Registration Statement (as defined in the Investor Rights Agreement) with respect to the Common Stock into which this Note is convertible shall not be effective. Provided further, that optional redemption may only be made if the Company certifies to the Holder of this Note in the redemption notice sent in accordance with Section 3.7 that it is able, financially and otherwise, to make the redemption payment, and there has been no default (an "Optional Redemption Notice" and the date such notice is received as set forth in Section 3.10) by the Holder, Company on an obligation to pay for Notes duly called for redemption in accordance with this Section 3 within the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price equal to the 125% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices 12 months prior to the Optional Redemption Noticedate of such notice. And provided further, that optional redemption may only be made pursuant to this Section 3.1 if, after giving effect to such redemption (and any simultaneous redemption of shares of Series A Preferred Stock), (iiA) there the ratio of (a) the aggregate Outstanding Principal Amount of the Notes and (b) the product of (x) the number of issued and outstanding shares of Series A Preferred Stock and (y) the Issuance Price, is an effective Underlying Shares Registration Statement equal to 4:1, and (B) the sum of (a) the aggregate Outstanding Principal Amount of the Notes and (b) the product of (x) the number of issued and outstanding shares of Series A Preferred Stock and (y) the Issuance Price, is equal to or greater than $15,000,000.00. The foregoing clauses (C) and (D) shall not limit the Company’s right pursuant to which the Holder is permitted this Section 6(a) to utilize the prospectus thereunder to resell redeem all of the Underlying Shares issued to Outstanding Principal Amount of the Holder Notes and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved outstanding shares of Common Series A Preferred Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such one redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in full.

Optional Redemption by the Company. The Company shall have the right, at any time after the Effective DateDate if the Closing Price on each of the 20 Trading Days immediately prior to the Notice Date (as defined below) is greater than 200% of the then Set Price, upon 20 10 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and (the date such notice is received by the Holder, Holder is the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price equal to the 125120% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices Notice of Conversions prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of the principal amount of this Debenture subject to the Optional Redemption Notice at the Set Price (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; and (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in full.

Optional Redemption by the Company. (a) The Company shall have the right, right to redeem the Notes at any time after the Effective Date, upon 20 Trading Days' prior written notice in whole or from time to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holdertime in part, at the Company’s option for cash prior to December 1, 2021 (the “Par Call Date”) at a cash redemption price (the “Redemption Price”) equal to the 125greater of: (i) 100% of the principal amount outstanding of the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus ten (10) basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any fees owing thereon (Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the "Optional registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price"), on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to this Section 3.01 shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company may only effect shall calculate the Redemption Price and shall deliver an Optional Officers’ Certificate to the Trustee setting forth the Redemption Notice if each Price no later than two Business Days prior to the Redemption Date. (e) If less than all of the following Notes are to be redeemed at any time, the Notes to be redeemed shall be true: selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. (if) Notice of any redemption may, at the Company shall have duly honored all conversions occurring by virtue Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one or more Conversion Notices prior to the Optional Redemption Noticeconditions precedent, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believessuch notice shall state that, in good faiththe Company’s discretion, such notice may be rescinded in the event that any or all such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares conditions shall not have been paid or will, concurrently with satisfied by the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullDate.

Optional Redemption by the Company. (a) The Company shall have the right, right to redeem the Notes at any time after the Effective Date, upon 20 Trading Days' prior written notice in whole or from time to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holdertime in part, at the Company’s option for cash prior to September 3, 2031 (the “Par Call Date”) at a cash redemption price (the “Redemption Price”) equal to the 125greater of: (i) 100% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall Notes to be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, redeemed; or (ii) there is an effective Underlying Shares Registration Statement amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal, premium, if any, and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) to September 3, 2031, discounted to the date of redemption on an annual basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate, plus 25 basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to which this Section 3.02 shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder is permitted of the Notes to utilize the prospectus thereunder to resell be redeemed at its registered address. (e) If less than all of the Underlying Shares issued Notes are to be redeemed at any time, the Holder and Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Underlying Shares as Notes are issuable to the Holder upon conversion in full be redeemed, no Notes of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement series of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of €100,000 or less shall be redeemed in part. (f) If money sufficient to pay the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price on the Notes (or portions thereof) to be redeemed on the Redemption Date is due deposited with the Paying Agent on or before the Redemption Date and paid notice of redemption has been given in fullaccordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption.

Optional Redemption by the Company. (a) The Company shall have the right, right to redeem the Notes at any time after the Effective Date, upon 20 Trading Days' prior written notice in whole or from time to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holdertime in part, at the Company’s option for cash prior to December 15, 2049 (the “Par Call Date”) at a cash redemption price (the “Redemption Price”) equal to the 125greater of: (i) 100% of the principal amount outstanding of the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus fifteen (15) basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any fees owing thereon (Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the "Optional registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price"), on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to this Section 3.01 shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company may only effect shall calculate the Redemption Price and shall deliver an Optional Officers’ Certificate to the Trustee setting forth the Redemption Notice if each Price no later than two Business Days prior to the Redemption Date. (e) If less than all of the following Notes are to be redeemed at any time, the Notes to be redeemed shall be true: selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. (if) Notice of any redemption may, at the Company shall have duly honored all conversions occurring by virtue Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one or more Conversion Notices prior to the Optional Redemption Noticeconditions precedent, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believessuch notice shall state that, in good faiththe Company’s discretion, such notice may be rescinded in the event that any or all such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares conditions shall not have been paid or will, concurrently with satisfied by the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullDate.

Optional Redemption by the Company. (a) The Company may prepay this Note (the “Optional Redemption”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Accreted Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not less than thirty (30) days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If Other Notes are outstanding and the Company elects to make an Optional Redemption, then the Company shall pay the Redemption Amount outstanding on all such Other Notes on a pro rata basis. (b) Following receipt of a Notice of Redemption, but not after the fifteenth (15th) day immediately following receipt of the Notice of Redemption, the Holder may elect to convert this Note into validly issued, fully paid and non-assessable shares of Common Stock of the Company (“Conversion Shares”). The number of Conversion Shares to be received by any Holder in connection with such conversion shall be an amount, as may be adjusted pursuant to Section 1.6 of this Note, determined by dividing (x) the sum of the outstanding Accreted Principal Amount and/or accrued interest and fees due or accrued and payable to such Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Conversion Amount”) by (y) $1.50 (the “Conversion Price”). The Holder shall have the right, at any time after but not the Effective Date, upon 20 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date")obligation, to redeem no less than the entire principal amount of this Debenture then held by the Holderconvert all, at a cash price equal to the 125% but not part, of the principal amount issued and outstanding plus Accreted Principal Amount and/or accrued interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullpayable into Conversion Shares at the Conversion Price.

Optional Redemption by the Company. (a) The Company shall have the right, right to redeem the Notes at any time after the Effective Date, upon 20 Trading Days' prior written notice in whole or from time to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holdertime in part, at the Company’s option for cash prior to March 15, 2030 (the “Par Call Date”) at a cash redemption price (the “Redemption Price”) equal to the 125greater of: (i) 100% of the principal amount outstanding of the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus twenty (20) basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any fees owing thereon (Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the "Optional registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price"), on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to this Section 3.02 shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company may only effect shall calculate the Redemption Price and shall deliver an Optional Officers’ Certificate to the Trustee setting forth the Redemption Notice if each Price no later than two Business Days prior to the Redemption Date. (e) If less than all of the following Notes are to be redeemed at any time, the Notes to be redeemed shall be true: selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. (if) Notice of any redemption may, at the Company shall have duly honored all conversions occurring by virtue Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one or more Conversion Notices prior to the Optional Redemption Noticeconditions precedent, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believessuch notice shall state that, in good faiththe Company’s discretion, such notice may be rescinded in the event that any or all such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares conditions shall not have been paid or will, concurrently with satisfied by the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullDate.

Optional Redemption by the Company. The Notes shall not be redeemable at the option of the Company shall have prior to their Stated Maturity except under the rightfollowing circumstances: (a) The Notes may be redeemed, in whole or in part, at any time the option of the Company on or after the Effective Date, upon 20 Trading Days' date that is thirty one (31) days prior written notice to the Holder (an "Optional Redemption Notice" and to the date such notice is received by Stated Maturity of the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, Notes at a cash redemption price equal to the 125% principal amount of the Notes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the date fixed for redemption (any such date fixed pursuant to this Section 2.7, a “REDEMPTION DATE”); provided that the principal amount of any Notes remaining outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following after redemption in part shall be true: $2,000 or any integral multiple of $1,000 in excess thereof; (b) If as a result of (i) any change in (including any announced prospective change), or amendment to, the laws (including any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in (including any announced prospective change), or amendment to, any official position regarding the application or interpretation of such laws, which change or amendment is announced or becomes effective on or after December 5, 2014, or (ii) a taxing authority of the United States taking any action, or such action becoming generally known, on or after December 5, 2014, whether or not such action is taken with respect to the Company shall have duly honored all conversions occurring by virtue or any of one its affiliates, there is in either case a material increase in the probability that the Company will or more Conversion Notices prior may be required to pay additional amounts as provided for in Section 2.6 above (a “TAX EVENT”), then the Company may in either case, at its option, redeem, in whole or in part, the Notes, at a redemption price equal to the Optional principal amount of the Notes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the Redemption NoticeDate; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. Prior to the publication of any notice of redemption, the Company will deliver to the Trustee an officer’s certificate stating that the Company is entitled to effect a redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to redeem have occurred and an Opinion of Tax Counsel to that effect based on that statement of facts. (c) If the Company makes a good faith determination that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective on or after the initial issuance of the subordinated notes, (ii) there any proposed amendment to, clarification of, or change in, those laws or regulations that is an announced or becomes effective Underlying Shares Registration Statement pursuant to which on or after the Holder is permitted to utilize the prospectus thereunder to resell all initial issuance of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believessubordinated notes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), or (iii) the Common Stock any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is listed for trading announced on a Principal Market (and or after on or after December 5, 2014, there is more than an insubstantial risk that the Company believes, in good faith, that trading of will not be entitled to treat the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior Notes as Tier 2 capital (or its equivalent) for purposes of the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or regulations of any successor appropriate federal banking agency) as then in effect and applicable (a “REGULATORY CAPITAL EVENT”), for so long as any Notes are outstanding then the Company may, at its option, redeem, in whole or in part, the Notes, at a redemption price equal to the date that principal amount of the Optional Notes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the Redemption Price is due and paid in fullDate.

Optional Redemption by the Company. (a) The Company shall have Notes are redeemable, in whole or in part, at the rightoption of the Company, at any time after the Effective Date, upon 20 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price Redemption Price equal to the 125greater of (1) 100% of the principal amount outstanding of such Notes and (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such Notes to be redeemed discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest and any fees owing thereon (Additional Amounts, if any, on the "Optional Notes to but excluding the Redemption Price"). The Company may only effect Date; provided, however, that interest installments due on an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one Interest Payment Date which is on or more Conversion Notices prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement Date will be payable to Holders who are Holders of record of the Notes as of the close of business on the Regular Record Date next preceding such Interest Payment Date. All determinations made by any Reference Treasury Dealer with respect to determining the Redemption Price pursuant to which this Section 4.2 shall be final and binding on the Holder is permitted to utilize Company, the prospectus thereunder to resell all Guarantor, the Trustee and the Holders absent manifest error. (b) The provisions of Article XI of the Underlying Shares issued Indenture shall apply to a redemption of the Notes pursuant to this Section 4.2; provided, that, notwithstanding anything to the Holder and all contrary in Section 11.05 of the Underlying Shares as are issuable to Indenture, the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading notice of the Common Stock on a Principal Market will continue uninterrupted for redemption described therein shall not state the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable MaximumPrice. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional The Redemption Price is paid in full, then the Holders subject to such redemption may elect, shall be provided by written a separate notice to the Company given at any time after any Holders of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to Notes on the contrary. In any case, third Business Day immediately preceding the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullDate.

Optional Redemption by the Company. (a) The Company shall have the right, right to redeem the Notes at any time after the Effective Date, upon 20 Trading Days' prior written notice in whole or from time to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holdertime in part, at the Company’s option for cash prior to November 3, 2024 (the “Par Call Date”) at a cash redemption price (the “Redemption Price”) equal to the 125greater of: (i) 100% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall Notes to be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, redeemed; or (ii) there is an effective Underlying Shares Registration Statement amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal, premium, if any, and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) to November 3, 2024, discounted to the date of redemption on an annual basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate, plus 15 basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to which this Section 3.02 shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder is permitted of the Notes to utilize the prospectus thereunder to resell be redeemed at its registered address. (e) If less than all of the Underlying Shares issued Notes are to be redeemed at any time, the Holder and Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Underlying Shares as Notes are issuable to the Holder upon conversion in full be redeemed, no Notes of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement series of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of €100,000 or less shall be redeemed in part. (f) If money sufficient to pay the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price on the Notes (or portions thereof) to be redeemed on the Redemption Date is due deposited with the Paying Agent on or before the Redemption Date and paid notice of redemption has been given in fullaccordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption.

Optional Redemption by the Company. The (a) Any shares of Class A Preferred Stock may be redeemed, in whole or in part, at the option of the Company shall have (or its successor or the rightacquiring or surviving Person in a Change of Control), at any time after the Effective Date, upon 20 Trading Days' not less than thirty (30) days’ prior written notice (a “Redemption Notice”), at the Redemption Price, payable in cash out of funds legally available therefor; provided, however, that such redemption will be subject in all cases to the Holder conversion rights of the Investor set forth in Section 6 (an "Optional Redemption Notice" and e.g., any conversion permitted hereunder may be effected in accordance with Section 7(a) as long as the date such notice Conversion Date is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price equal prior to the 125% Redemption Date). (b) A Redemption Notice shall be given to the Holders of record of the principal amount outstanding plus interest and any fees owing thereon (shares of Class A Preferred Stock to be redeemed at their respective last addresses appearing on the "Optional Redemption Price")books of the Company. The Company may only effect an Optional Each Redemption Notice if each of the following shall be truestate: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, Date; (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all number of shares of the Underlying Shares issued Class A Preferred Stock to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that be redeemed from such effectiveness will continue uninterrupted for the foreseeable future), Holder; (iii) the Common Stock is listed for trading on a Principal Market (aggregate Redemption Price; and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect the place or places where certificates of such shares are to be surrendered for payment of the Debentures and Underlying Shares aggregate Redemption Price. (c) In case of any partial redemption of Class A Preferred Stock, the shares to be redeemed pursuant to this Section 8 shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of selected pro rata from all the Underlying Shares as are issuable Holders. Subject to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) provisions hereof, the Company shall have obtained Shareholder Approval full power and authority to exceed prescribe the Issuable Maximumterms and conditions upon which shares of Class A Preferred Stock shall be redeemed from time to time; provided, however, that in no event shall any Holder, in connection with any such redemption, be required to execute or agree to any restrictive covenants, make any representations or warranties, provide any releases or indemnities or agree to any liabilities or obligations. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares to the Holder thereof. (d) Unless the Company (or its successor or the acquiring or surviving Person in a Change of Control) defaults in paying the foregoing conditions Redemption Price with respect to any share of Class A Preferred Stock called for redemption on the applicable Redemption Date, on and after the Redemption Date, notwithstanding that any certificate of any share called for redemption has not been surrendered for cancellation, (i) Accrued Dividends shall cease to accrue on such shares of Class A Preferred Stock; (ii) all such shares of Class A Preferred Stock shall no longer be in effect during the period between the Notice Date deemed outstanding; and the date the Optional Redemption Price is paid in full, then the Holders subject (iii) all rights with respect to such redemption may elect, by written notice to the Company given at any time after any shares of the foregoing conditions Class A Preferred Stock shall on such Redemption Date cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullterminate.

Optional Redemption by the Company. The Company shall have the right, at any time after the Effective Date, upon 20 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price equal to the 125% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; and (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximumconsummated. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the The Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in full.

Optional Redemption by the Company. (a) The Company shall have the rightright to redeem the Notes in whole, at any time, or in part, from time after the Effective Date, upon 20 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holdertime, at the Company’s option for cash prior to September 11, 2028 (the “Par Call Date”) at a cash redemption price (the “Redemption Price”) equal to the 125greater of: (i) 100% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall Notes to be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, redeemed; or (ii) there is an effective Underlying Shares Registration Statement amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal, premium, if any, and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) to the Par Call Date, discounted to the date of redemption on an annual basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate), plus 20 basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) On or after the Par Call Date, the Company may redeem the Notes, in whole, at any time, or in part, from time to time, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to which this Section 3.01 shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder is permitted of the Notes to utilize the prospectus thereunder to resell be redeemed at its registered address. (e) If less than all of the Underlying Shares issued Notes are to be redeemed at any time, the Holder and Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Underlying Shares as Notes are issuable to the Holder upon conversion in full be redeemed, no Notes of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement series of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of €100,000 or less shall be redeemed in part. (f) If money sufficient to pay the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price on the Notes (or portions thereof) to be redeemed on the Redemption Date is due deposited with the Paying Agent on or before the Redemption Date and paid notice of redemption has been given in fullaccordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption.

Optional Redemption by the Company. The If after the Effective Date each of the Closing Prices for any 15 consecutive Trading Days (such period commencing only after the Effective Price) exceeds the then Set Price by 200%, the Company shall have the right, at any time after the Effective Date, upon 20 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), right to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price equal to the 125100% of the principal amount outstanding plus any accrued but unpaid interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption NoticeForced Conversion Date, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Forced Conversion Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Forced Conversion Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) the issuance of such shares upon conversion of the Debentures in full and issued and issuable upon exercise of the Warrants in full would violate the limitations set forth in Section 4(a)(ii)and (viii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximumconsummated. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in full.

Optional Redemption by the Company. The On and after the third (3rd) anniversary of the Original Issue Date, the Company shall have the rightmay, at any time after the Effective Dateits option, upon 20 Trading Days' prior written notice to the Holder redeem all (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no but not less than all) of the entire principal amount of this Debenture then held by the Holder, at a outstanding Preferred Shares for cash price equal to the 125% Redemption Price. If the Company elects to redeem the Preferred Shares pursuant to this SECTION 6(b), the Company shall deliver a notice of redemption to the principal amount outstanding plus interest and any fees owing thereon Holders not less than thirty (30) or more than sixty (60) calendar days prior to the date specified for redemption (the "Optional Redemption PriceDate"). The Company may only effect an , which notice shall include: (A) the Optional Redemption Notice Date; (B) the Redemption Price; (C) that on the Optional Redemption Date, if the Holder has not previously elected to convert Preferred Shares into Common Stock, each Preferred Share shall automatically and without further action by the Holder thereof (and whether or not the certificates representing such Preferred Shares are surrendered) be redeemed for the Redemption Price; (D) that payment of the following shall Redemption Price will be true: made to the Holder within five (i5) business days of the Redemption Date to the account specified by such Holder to the Company in writing; (E) that the Holder's right to elect to convert its Preferred Shares will end at 5:00 p.m. (New York City time) on the Business Day immediately preceding the Optional Redemption Date; and (F) the Company shall have duly honored all conversions occurring by virtue number of one or more Conversion Notices shares of Common Stock (or, if applicable, the amount of Reference Property) and the amount of cash, if any, that a Holder would receive upon conversion of a Preferred Share if a Holder elect to convert its Preferred Shares prior to the Optional Redemption NoticeDate. Notwithstanding the foregoing, (iiany notice delivered by the Company under this SECTION 6(b) there is an effective Underlying in accordance with SECTION 11(g) shall be conclusively presumed to have been duly given at the time set forth therein, whether or not such Holder of Preferred Shares Registration Statement pursuant actually receives such notice, and neither the failure of a Holder to which actually receive such notice given as aforesaid nor any immaterial defect in such notice shall affect the Holder is permitted to utilize the prospectus thereunder to resell all validity of the Underlying Shares issued to proceedings for the Holder and all redemption of the Underlying Preferred Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the set forth herein. The Company shall have obtained Shareholder Approval to exceed issue a press release for publication on the Issuable Maximum. If any of Dow Jones News Xxxxxce or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice Company) prior to the opening of business on the first Business Day following any date that on which the Optional Redemption Price is due and paid in fullCompany provides notice to Holders pursuant to this SECTION 6(b) announcing the Company’s election to redeem Preferred Shares pursuant to this SECTION 6(b).

Optional Redemption by the Company. The At any time after the Issuance Date and prior to the Optional Redemption Date, the Company shall have the right, at any time after in its sole discretion, to redeem up to fifty percent (50%) of the Effective DateNote (a "Company Optional Redemption"). In order for the Company to exercise the Company Optional Redemption, upon 20 Trading Days' prior the Company shall deliver written notice by confirmed facsimile and overnight courier to all, but not less than all, of the Holder holders of the Notes (an the "Company Optional Redemption Notice" and the date such notice is received by delivered to all the Holderholders is referred to as the "Company Optional Redemption Notice Date") no later than twenty (20) Trading Days prior to the Company Optional Redemption Date (as hereafter defined) which shall (w) state the date on which the Company Optional Redemption shall occur (such date, the "Notice Company Optional Redemption Date"), to redeem no less than (x) describe the entire principal amount of redemption rights provided in this Debenture then held by Section 8(A), (y) set forth the HolderOptional Redemption Price, at a cash price equal to and (z) state the 125% aggregate Principal of the principal amount outstanding Notes which the Company has elected to be subject to such Company Optional Redemption from all of the holders of the Notes pursuant to this Section 8(A) (and analogous provisions under the Other Notes) plus interest accrued and any fees owing unpaid Interest thereon (the "Company Optional Redemption PriceAmount"). The portion of this Note subject to redemption pursuant to this Section 8(A)(a) shall be redeemed by the Company in cash at a price the Optional Redemption Price. The Company Optional Redemption Notice shall be irrevocable. Notwithstanding anything to the contrary in this Section 8(A), but subject to Section 3(d), until the Holder receives the Optional Redemption Price, the Conversion Amount reflected in such Company Optional Redemption Notice may only effect an be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 (and any such conversions shall be deemed to be a withdrawal of the Company Optional Redemption Notice to the extent of such conversion if so indicated by the Holder), and any such conversion shall reduce the Conversion Amount reflected in such Optional Redemption Notice if each of so indicated by the following Holder. The Company Redemption Amount which is to be paid to the Holder on the applicable Company Optional Redemption Date shall be true: (i) redeemed by the Company, and the Company shall have duly honored all conversions occurring pay to the Holder on such Company Optional Redemption Date by virtue wire transfer of one or more Conversion Notices prior to immediately available funds, the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullPrice.

Optional Redemption by the Company. The If the VWAP of the Common Stock exceeds 150% of the Set Price for a period of 20 consecutive Trading Days or if the Company consummates a public offering of its Common Stock at an offering price in excess of 150% of the Set Price, then, at such time, the Company shall have the right, at any time after the Effective Date, upon 20 10 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture or any portion thereof not less than $500,000 then held by the Holder, at a cash price equal to the 125% of the principal amount outstanding of this Debenture plus any accrued but unpaid interest and any fees owing thereon hereon (the "Optional Redemption Price"). The ; provided, however, the Company may only effect deliver an Optional Redemption Notice if each of to the following shall be true: Holder if, on the Notice Date, (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell is available for use in the resale of all of the Underlying Conversion Shares issued to the Holder and all of the Underlying Conversion Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), and (iiiii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a the Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the The Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice at the Set Price prior to the date that the Optional Redemption Price is due and paid in full.

Optional Redemption by the Company. (a) The Company shall have the right, right to redeem the Notes at any time after the Effective Date, upon 20 Trading Days' prior written notice in whole or from time to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holdertime in part, at the Company’s option for cash prior to May 15, 2025 (the “Par Call Date”) at a cash redemption price (the “Redemption Price”) equal to the 125greater of: (i) 100% of the principal amount outstanding of the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus fifteen (15) basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any fees owing thereon (Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the "Optional registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price"), on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to this Section 3.02 shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company may only effect shall calculate the Redemption Price and shall deliver an Optional Officers’ Certificate to the Trustee setting forth the Redemption Notice if each Price no later than two Business Days prior to the Redemption Date. (e) If less than all of the following Notes are to be redeemed at any time, the Notes to be redeemed shall be true: selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. (if) Notice of any redemption may, at the Company shall have duly honored all conversions occurring by virtue Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one or more Conversion Notices prior to the Optional Redemption Noticeconditions precedent, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believessuch notice shall state that, in good faiththe Company’s discretion, such notice may be rescinded in the event that any or all such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares conditions shall not have been paid or will, concurrently with satisfied by the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullDate.

Optional Redemption by the Company. The (a) Subject to the provisions of this Section, on the fifteenth (15th) Business Day following the First Vesting Date (as defined in the Adjustable Warrant) (such fifth (5th) Business Day, the "Redemption Date"), the Company shall have the right, at any time after upon delivery to the Effective Purchasers, during the period between the First Vesting Date and fifth (5th) Business Day following the First Vesting Date, upon 20 Trading Days' prior written of a notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than up to 50% of the entire principal amount of this Debenture then held Shares initially purchased by the HolderPurchasers under this Agreement (on a pro-rata basis), at a cash price equal to the 125% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"Price (as defined below). The Company may only effect If an Optional Redemption Notice if each of is not delivered in a timely manner pursuant to the following shall be true: (i) terms hereof, the Company shall have duly honored will forfeit all conversions occurring by virtue of one or more Conversion Notices prior rights to the Optional Redemption Notice, (ii) there is an effective Underlying redeem Shares Registration Statement pursuant to which the Holder is permitted this Section. The Company shall not be entitled to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the deliver an Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor Purchasers if, at any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the delivery of an Optional Redemption Notice Date and the date Redemption Date: ( neither the Shares then outstanding are registered for resale pursuant to an effective Underlying Securities Registration Statement nor may such Registrable Securities be sold without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Purchasers and such transfer agent, or ( the Common Stock is not then listed for trading on the NASDAQ or on a Subsequent Market (as defined in the Adjustable Warrant). The entire Optional Redemption Price shall be paid in cash. During the period between the delivery of an Optional Redemption Notice and the Redemption Date, the Purchasers shall not be entitled to sell any Shares subject to such Optional Redemption Notice. Upon receipt of the Optional Redemption Price in full, the Second Vesting Date and any Adjustment Warrants and Underlying Shares related thereto, shall terminate and expire. (b) If any portion of the Optional Redemption Price shall not be paid by the Company by the fifteenth (15th) Business Day following the Redemption 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 Optional Redemption Price plus all such interest is paid in full. In addition, then if any portion of the Holders Optional Redemption Price remains unpaid after the date due, the Purchaser subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effectthereafter, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In If a Purchaser elects to invalidate such redemption the Company shall promptly, and, in any caseevent, the Holders may convert any portion not later than three (3) Trading Days from receipt of such Purchaser's notice of such election, return to such Purchaser all of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that Shares for which the Optional Redemption Price is due and shall not have been paid in full. (c) The "Optional Redemption Price" for each Share to be redeemed shall equal 4% multiplied by the greater of (A) $11.826 and (B) the Per Share Market Value on the Redemption Date.

Optional Redemption by the Company. The Company shall have the right, at any time after the Effective Date if the Closing Price on each of the 20 Trading Days (which Trading Days shall only commence after the Effective Date) immediately prior to the Notice Date (as defined below) is greater than 200% of the then Set Price, upon 20 10 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and (the date such notice is received by the Holder, Holder is the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price equal to the 125120% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following Equity Conditions shall be true: (i) , unless such Equity Condition, applicable to such Optional Redemption, is waived by the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believesHolder, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximumwriting. If any of the foregoing conditions Equity Conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio --------- such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in full.

Optional Redemption by the Company. (a) The Company shall have the right, right to redeem the Notes at any time after the Effective Date, upon 20 Trading Days' prior written notice in whole or from time to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holdertime in part, at the Company’s option for cash prior to December 1, 2028 (the “Par Call Date”) at a cash redemption price (the “Redemption Price”) equal to the 125greater of: (i) 100% of the principal amount outstanding plus interest and any fees owing thereon (the "Optional Redemption Price"). The Company may only effect an Optional Redemption Notice if each of the following shall Notes to be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Notice, redeemed; or (ii) there is an effective Underlying Shares Registration Statement amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal, premium, if any, and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) to December 1, 2028 discounted to the date of redemption on an annual basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate, plus 20 basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to which Section 3.01 shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder is permitted of the Notes to utilize the prospectus thereunder to resell be redeemed at its registered address. (e) If less than all of the Underlying Shares issued Notes are to be redeemed at any time, the Holder and Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Underlying Shares as Notes are issuable to the Holder upon conversion in full be redeemed, no Notes of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement series of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable Maximum. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional Redemption Price is paid in full, then the Holders subject to such redemption may elect, by written notice to the Company given at any time after any of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. In any case, the Holders may convert any portion of the outstanding principal amount of €100,000 or less shall be redeemed in part. (f) If money sufficient to pay the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price on the Notes (or portions thereof) to be redeemed on the Redemption Date is due deposited with the Paying Agent on or before the Redemption Date and paid notice of redemption has been given in fullaccordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption.

Optional Redemption by the Company. (a) The Company shall have Notes are redeemable, in whole or in part, at the rightoption of the Company, at any time after the Effective Date, upon 20 Trading Days' prior written notice to the Holder (an "Optional Redemption Notice" and the date such notice is received by the Holder, the "Notice Date"), to redeem no less than the entire principal amount of this Debenture then held by the Holder, at a cash price Redemption Price equal to the 125greater of (1) 100% of the principal amount outstanding of such Notes and (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such Notes to be redeemed discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest and any fees owing thereon (Additional Amounts, if any, on the "Optional Notes to but excluding the Redemption Price"). The Company may only effect Date; provided, however, that interest installments due on an Optional Redemption Notice if each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one Interest Payment Date which is on or more Conversion Notices prior to the Optional Redemption Notice, (ii) there is an effective Underlying Shares Registration Statement Date will be payable to Holders who are Holders of record of the Notes as of the close of business on the Regular Record Date next preceding such Interest Payment Date. All determinations made by any Reference Treasury Dealer with respect to determining the Redemption Price pursuant to which this Section 4.2 shall be final and binding on the Holder is permitted to utilize Company, the prospectus thereunder to resell all Guarantors, the Trustee and the Holders absent manifest error. (b) The provisions of Article XI of the Underlying Shares issued Indenture shall apply to a redemption of the Notes pursuant to this Section 4.2; provided, that, notwithstanding anything to the Holder and all contrary in Section 11.05 of the Underlying Shares as are issuable to Indenture, the Holder upon conversion in full of this Debenture subject to the Optional Redemption Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading notice of the Common Stock on a Principal Market will continue uninterrupted for redemption described therein shall not state the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder upon conversion in full of the Debentures subject to the Optional Redemption Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated and (viii) the Company shall have obtained Shareholder Approval to exceed the Issuable MaximumPrice. If any of the foregoing conditions shall cease to be in effect during the period between the Notice Date and the date the Optional The Redemption Price is paid in full, then the Holders subject to such redemption may elect, shall be provided by written a separate notice to the Company given at any time after any Holders of the foregoing conditions shall cease to be in effect, to invalidate ab initio such redemption, notwithstanding anything herein contained to Notes on the contrary. In any case, third Business Day immediately preceding the Holders may convert any portion of the outstanding principal amount of the Debentures subject to an Optional Redemption Notice prior to the date that the Optional Redemption Price is due and paid in fullDate.