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

Optional Redemption at the Holder’s Election. At any time from and after January 1, 2018 and provided that the Company shall not have received either (i) initial deposits for at least eight 2 megawatt (MW) Power Oxidizer units or (ii) firm purchase orders totaling not less than $3,500,000 and initial payment collections of at least $1,600,000, in each case during the period commencing on the Issuance Date and ending on December 31, 2017 (inclusive), the Holder shall have the right, in its sole and absolute discretion, at any time or times, to require that the Company redeem (a “Holder Optional Redemption”) all or any portion of the Conversion Amount of this Note then outstanding by delivering written notice thereof (a “Holder Optional Redemption Notice” and the date the Holder delivers such notice, the “Holder Optional Redemption Notice Date”) to the Company, which notice shall state (i) the portion of this Note that is being redeemed and (ii) the date on which the Holder Optional Redemption shall occur, which date shall be not less than three (3) Business Days from the Holder Optional Redemption Notice Date (the “Holder Optional Redemption Date”). The portion of this Note subject to redemption pursuant to this Section 7 shall be redeemed by the Company in cash at a price (the “Holder Optional Redemption Price”) equal to 100% of the Conversion Amount of the portion of this Note being redeemed. On the applicable Holder Optional Redemption Date, the Company shall deliver or shall cause to be delivered to the Holder the applicable Holder Optional Redemption Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company. Holder Optional Redemptions made pursuant to this Section 7 shall be made in accordance with Section 11. To the extent redemptions required by this Section 7 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments.

Optional Redemption at the Holder’s Election. At any time from and after January 1, 2018 and provided that the Company shall not have received either or times (i) initial deposits for at least eight 2 megawatt (MW) Power Oxidizer units or (ii) firm purchase orders totaling not less than $3,500,000 and initial payment collections of at least $1,600,000, in each case during the period commencing on the Issuance Date May 15, 2021 and ending on December 31August 15, 2017 2021, inclusive, (ii) during the period commencing on May 15, 2022 and ending on August 15, 2022, inclusive, (iii) during the period commencing on November 15, 2024 and ending on February 15, 2025, inclusive, and (iv) in the event the Company fails to obtain Stockholder Approval on or prior to the Stockholder Meeting Deadline (each of the events described in the immediately preceding clauses (i) through (iv), a “Holder Optional Redemption Trigger Event”); provided, however, that in cases of the immediately preceding clauses (i) and (ii) the Company shall have issued to the Buyers less than $50,000,000 of aggregate principal amount of SPA Notes, each Holder shall have the right, in its sole and absolute discretion, at any time or times, to require that the Company redeem (a “Holder Optional Redemption”) ), to the fullest extent permitted by law and out of funds lawfully available therefor, all or any portion of the Conversion Amount of this Note such Holder’s Series A Preferred Shares then outstanding by delivering written notice thereof (a “Holder Optional Redemption Notice” and the date the such Holder delivers such noticenotice to the Company, the a “Holder Optional Redemption Notice Date”) to the Company, Company which notice shall state (i) the portion number of this Note Series A Preferred Shares that is being redeemed and by such Holder, (ii) the date on which the such Holder Optional Redemption shall occur, which date shall be not less than three the thirtieth (330th) Business Days day from the applicable Holder Optional Redemption Notice Date (or, if such date falls on a day other than a Business Day, the next day that is a Business Day) (a “Holder Optional Redemption Date”)) and (iii) the wire instructions for the payment of the applicable Holder Optional Redemption Price (as defined below) to such Holder. The portion of this Note such Holder’s Series A Preferred Shares subject to redemption pursuant to this Section 7 8 shall be redeemed by the Company in cash at a price equal to the product determined by multiplying (i) the applicable Holder Optional Redemption Premium and (ii) the Conversion Amount being redeemed, including, without limitation, any accrued and unpaid Dividends on such Conversion Amount and any accrued and unpaid Late Charges (as defined in Section 19(d)) on such Conversion Amount and Dividends, if any, through the applicable Holder Optional Redemption Date (a “Holder Optional Redemption Price”) equal to 100% of the Conversion Amount of the portion of this Note being redeemed). On the applicable Holder Optional Redemption Date, the Company shall deliver or shall cause to be delivered to the each Holder the applicable Holder Optional Redemption Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the such Holder in writing to the Company. Notwithstanding anything to the contrary in this Section 8, until the applicable Holder Optional Redemption Price is paid, in full, the Redemption Amount that is subject to the applicable Holder Optional Redemption may be (i) converted, in whole or in part, by the Holders into shares of Common Stock pursuant to Section 5 and/or (ii) exchanged, in whole or in part, by a Holder into Exchange Notes and Exchange Series B Warrants pursuant to Section 16. All Series A Preferred Shares converted by a Holder after the delivery of a Holder Optional Redemption Notice pursuant to Section 5(c) or exchanged pursuant to Section 16 shall reduce the Series A Preferred Shares required to be redeemed on the Holder Optional Redemption Date. Holder Optional Redemptions made pursuant to this Section 7 8 shall be made in accordance with Section 11. To the extent redemptions required by this Section 7 8 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Series A Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of a Holder’s Series A Preferred Shares under this Section 8, such Xxxxxx’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for such Holder.

Optional Redemption at the Holder’s Election. At any time from and after January 1, 2018 and provided that the Company shall not have received either or times (i) initial deposits for at least eight 2 megawatt (MW) Power Oxidizer units or (ii) firm purchase orders totaling not less than $3,500,000 and initial payment collections of at least $1,600,000, in each case during the period commencing on May 15, 2021 and ENDING ON AUGUST 15, 2021, INCLUSIVE, (II) DURING THE PERIOD COMMENCING ON MAY 15, 2022 AND ENDING ON AUGUST 15, 2022, INCLUSIVE AND (III) DURING THE PERIOD COMMENCING ON NOVEMBER 15, 2024 AND ENDING ON FEBRUARY 15, 2025, INCLUSIVE, (EACH OF THE EVENTS DESCRIBED IN THE IMMEDIATELY PRECEDING CLAUSES (I) THROUGH (III), A "HOLDER OPTIONAL REDEMPTION TRIGGER EVENT"); provided, however, that in cases of the Issuance immediately preceding clauses (i) and (ii) less than $50,000,000 of aggregate principal amount of SPA Notes are outstanding as of the applicable Holder Optional Redemption Notice Date (as defined below) and ending on December 31, 2017 the related Holder Optional Redemption Date (inclusiveas defined below), the Holder shall have the right, in its sole and absolute discretion, at any time or times, to require that the Company redeem (a “"Holder Optional Redemption”") all or any portion of the Conversion Redemption Amount of this Note then outstanding by delivering written notice thereof (a “"Holder Optional Redemption Notice” " and the date the Holder delivers such noticenotice to the Company, the “a "Holder Optional Redemption Notice Date”") to the Company, Company which notice shall state (i) the portion of this Note that is being redeemed and by the Holder, (ii) the date on which the Holder Optional Redemption shall occur, which date shall be not less than three the thirtieth (330th) Business Days day from the applicable Holder Optional Redemption Notice Date (or, if such date falls on a day other than a Business Day, the “next day that is a Business Day) (a "Holder Optional Redemption Date”)") and (iii) the wire instructions for the payment of the applicable Holder Optional Redemption Price (as defined below) to the Holder. The portion of this Note subject to redemption pursuant to this Section 7 6 shall be redeemed by the Company in cash at a price equal to the product determined by multiplying (i) the “applicable Holder Optional Redemption Premium and (ii) the Redemption Amount being redeemed, including, without limitation, any accrued and unpaid Interest and Late Charges, if any, on such Redemption Amount and Interest through the applicable Holder Optional Redemption Date (a "Holder Optional Redemption Price”) equal to 100% of the Conversion Amount of the portion of this Note being redeemed"). On the applicable Holder Optional Redemption Date, the Company shall deliver or shall cause to be delivered to the Holder the applicable Holder Optional Redemption Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company. Holder Optional Redemptions made pursuant to this Section 7 6 shall be made in accordance with Section 118. To the extent redemptions required by this Section 7 6 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 6, the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest RATES AND THE UNCERTAINTY OF THE AVAILABILITY OF A SUITABLE SUBSTITUTE INVESTMENT OPPORTUNITY FOR THE HOLDER.

Optional Redemption at the Holder’s Election. At any time from and after January 1, 2018 and provided that If the Company shall Shareholder Approval has not have received either occurred on or prior to the Shareholder Approval Deadline (i) initial deposits for at least eight 2 megawatt (MW) Power Oxidizer units or (ii) firm purchase orders totaling not less than $3,500,000 and initial payment collections of at least $1,600,000, as defined in each case during the period commencing on the Issuance Date and ending on December 31, 2017 (inclusiveSecurities Purchase Agreement), the Holder shall have the right, in its sole and absolute discretion, at any time or timesthereafter until the later to occur of (i) the two (2) month anniversary of the Shareholder Approval Deadline and (ii) the Initial Effective Date of the Initial Registration Statement (as defined in the Registration Rights Agreement) of the Company covering the resale of all of the Lu Shares (as defined in the Registration Rights Agreement), to require that the Company redeem (a “an "Holder Optional Redemption”") all or any portion of the Conversion Amount of this Note then outstanding by delivering written notice thereof (a “an "Holder Optional Redemption Notice” " and the date the Holder delivers such notice, the “"Holder Optional Redemption Notice Date”") to the Company, which notice shall state (i) the portion of this Note that is being redeemed (the "Holder Optional Redemption Amount") and (ii) the date on which the Holder Optional Redemption shall occur, occur which date shall be not less than three five (35) Business Days from the Holder Optional Redemption Notice Date (the “"Holder Optional Redemption Date”"). The portion of this Note subject to redemption pursuant to this Section 7 10 shall be redeemed by the Company in cash at a price (the “"Holder Optional Redemption Price”") equal to 100110% of the Conversion Amount of being redeemed together with any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the portion of this Note being redeemed. On the applicable Holder Optional Redemption Date, the Company shall deliver or shall cause to be delivered to the Holder the applicable Holder Optional Redemption Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company. Holder Optional Redemptions made pursuant to this Section 7 10 shall be made in accordance with Section 11. To the extent redemptions required by this Section 7 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments12.

Optional Redemption at the Holder’s Election. At any time from and after January 1, 2018 and provided that the Company shall not have received either or times (i) initial deposits for at least eight 2 megawatt (MW) Power Oxidizer units or (ii) firm purchase orders totaling not less than $3,500,000 and initial payment collections of at least $1,600,000, in each case during the period commencing on the Issuance Date May 15, 2021 and ending on December 31August 15, 2017 2021, inclusive, (ii) during the period commencing on May 15, 2022 and ending on August 15, 2022, inclusive, and (iii) during the period commencing on November 15, 2024 and ending on February 15, 2025, inclusive (each of the events described in the immediately preceding clauses (i) through (iii), a "Holder Optional Redemption Trigger Event"); provided, however, that in cases of the immediately preceding clauses (i) and (ii) less than $50,000,000 of aggregate principal amount of SPA Notes are outstanding as of the applicable Holder Optional Redemption Notice Date (as defined below) and the related Holder Optional Redemption Date (as defined below), each Holder shall have the right, in its sole and absolute discretion, at any time or times, to require that the Company redeem (a “"Holder Optional Redemption”) "), to the fullest extent permitted by law and out of funds lawfully available therefor, all or any portion of the Conversion Amount of this Note such Holder's Series A Preferred Shares then outstanding by delivering written notice thereof (a “"Holder Optional Redemption Notice” " and the date the such Holder delivers such noticenotice to the Company, the “a "Holder Optional Redemption Notice Date”") to the Company, Company which notice shall state (i) the portion number of this Note Series A Preferred Shares that is being redeemed and by such Holder, (ii) the date on which the such Holder Optional Redemption shall occur, which date shall be not less than three the thirtieth (330th) Business Days day from the applicable Holder Optional Redemption Notice Date (or, if such date falls on a day other than a Business Day, the “next day that is a Business Day) (a "Holder Optional Redemption Date”)") and (iii) the wire instructions for the payment of the applicable Holder Optional Redemption Price (as defined below) to such Holder. The portion of this Note such Holder's Series A Preferred Shares subject to redemption pursuant to this Section 7 6(a) shall be redeemed by the Company in cash at a price equal to the product determined by multiplying (i) the “applicable Holder Optional Redemption Premium and (ii) the Conversion Amount being redeemed, including, without limitation, any accrued and unpaid Dividends on such Conversion Amount and any accrued and unpaid Late Charges (as defined in Section 19(d) of the Certificate of Designations) on such Conversion Amount and Dividends, if any, through the applicable Holder Optional Redemption Date (a "Holder Optional Redemption Price”) equal to 100% of the Conversion Amount of the portion of this Note being redeemed"). On the applicable Holder Optional Redemption Date, the Company shall deliver or shall cause to be delivered to the each Holder the applicable Holder Optional Redemption Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the such Holder in writing to the Company. Notwithstanding anything to the contrary in this Section 6(a), until the applicable Holder Optional Redemption Price is paid, in full, the Redemption Amount that is subject to the applicable Holder Optional Redemption may be (i) converted, in whole or in part, by the Holders into shares of Common Stock pursuant to Section 5 of the Certificate of Designations and/or (ii) exchanged, in whole or in part, by a Holder into Exchange Notes and Exchange Series B Warrants pursuant to Section 16 of the Certificate of Designations. All Series A Preferred Shares converted by a Holder after the delivery of a Holder Optional Redemption Notice pursuant to Section 5(c) of the Certificate of Designations or exchanged pursuant to Section 16 of the Certificate of Designations shall reduce the Series A Preferred Shares required to be redeemed on the Holder Optional Redemption Date. Holder Optional Redemptions made pursuant to this Section 7 6(a) shall be made in accordance with Section 1111 of the Certificate of Designations. To the extent redemptions required by this Section 7 6(a) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Series A Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of a Holder's Series A Preferred Shares under this Section 6(a), such Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this Section 6(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holders’ actual loss of its investment opportunity and not as a penalty.

Optional Redemption at the Holder’s Election. At any time from and after January 1, 2018 and provided that the Company shall not have received either If (i) initial deposits for at least eight 2 megawatt (MW) Power Oxidizer units a Loss of Benefits Event shall have occurred or (ii) firm purchase orders totaling any Registration Statement (as defined in the Registration Rights Agreement) has not less than $3,500,000 been declared effective when and initial payment collections as required pursuant to the terms of at least $1,600,000, in each case during the period commencing Registration Rights Agreement or such Registration Statement does not register the number of shares required to be registered on such Registration Statement pursuant to the Issuance Date and ending on December 31, 2017 (inclusive)terms of the Registration Rights Agreement, the Holder shall have the right, at any time thereafter, in its sole and absolute discretion, at any time or times, to require that the Company redeem all or any portion of this Note (a “Holder Optional Redemption”) all or any portion of the Conversion Amount of this Note then outstanding by delivering written notice thereof (a “Holder Optional Redemption Notice” and the date the Holder delivers such notice, the “Holder Optional Redemption Notice Date”) to the Company, Company which notice shall state (i) the portion of this Note that is being redeemed Redeemed Amount and (ii) the date on which the Holder Optional Redemption shall occur, occur which date shall be not less than three five (35) Business Days from the Holder Optional Redemption Notice Date (the “Holder Optional Redemption Date”). The portion of this Note subject to redemption pursuant to this Section 7 9 shall be redeemed by the Company in cash at a price (the “Holder Optional Redemption Price”) equal to 100% of the Conversion sum of (A) the Redeemed Amount of plus (B) accrued and unpaid Interest on such Redeemed Amount through the portion of this Note being redeemedHolder Optional Redemption Date plus the Make-Whole Amount. On the applicable Holder Optional Redemption Date, Date the Company shall deliver or shall cause to be delivered to the Holder the applicable Holder Optional Redemption Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company. Holder Optional Redemptions made pursuant to this Section 7 9 shall be made in accordance with Section 11. To the extent redemptions required by this Section 7 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments12.