Common use of Redemption Clause in Contracts

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to Redemption Price at any holder of Rights to be rounded up time prior to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by Close of Business on the Company occurring after later of (i) the date Distribution Date and (such redemption price being hereinafter referred to as ii) the “Redemption Price”)Share Acquisition Date. (b) Immediately upon the action of the Board directing of Directors of the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly after the action of its Board of Directors ordering the Board directing the Company to make such redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and each such holder holders of the then then-outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights AgentCompany; provided, orhowever, prior that the failure to give, or any defect in, any such notice shall not affect the Distribution Date, on the registry books validity of the transfer agent for redemption of the Common StockRights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such The notice of redemption will mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of pay the Redemption Price to each registered holder of in cash, Common Shares (based upon the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent current per share market price of the Common StockShares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and upon without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, all outstanding Right Certificates however, that the failure to give, or any defect in, any such notice shall be null and void without any further not affect the validity of the action by of the Board of Directors of the Company.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day 6.1 On or after the Stock Acquisition Date (or, if first Business Day that is five years after the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Issue Date, the Close of Business on Company shall have the Record Date) or (y) the Close of Business on the Final Expiration Dateright, direct the Company tosubject to applicable law, and if directed, the Company shall, to redeem all but not less than all shares of the then outstanding Rights at a Preferred Stock from any source of funds legally available for such purpose. Any redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring pursuant to this Section 6 shall be subject to compliance with the provisions of the Credit Agreements and any other agreements governing the Company's and the Parent's future or existing outstanding indebtedness. Any such redemption shall occur on a date set by the Company on not less than thirty (30) days' notice to the Holders (the "Optional Redemption Date"). Notwithstanding anything to the contrary in this Section 6.1, a Holder may exercise an Optional Parent Put Right after receipt of an Optional Redemption Notice, provided the date Optional Parent Put Exchange Date precedes the Optional Redemption Date by at least three (3) Business Days. Upon the exchange of shares of Preferred Stock pursuant to such Optional Parent Put Right, such Optional Redemption Notice shall be rendered void in respect of such shares. 6.2 Subject to applicable law, the Company shall effect any such redemption pursuant to this Section 6 by paying cash for each share of Preferred Stock to be redeemed in an amount equal to the Liquidation Preference (including, for the avoidance of doubt, any Accrued Dividends added to the Liquidation Preference in accordance with Section 2.6.1) plus the Accumulated Cash Dividends (if any) (such redemption price being hereinafter referred to as amount, the “"Optional Redemption Price”"). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the 6.3 The Company shall give notice of such redemption its election to redeem the Preferred Stock pursuant to this Section 6 to the Rights Agent and each Holders of Preferred Stock as such holder Holders' names appear (as of the then outstanding Rights by mailing such close of business on the Business Day next preceding the day on which notice to is given) on the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to Transfer Agent at the Distribution address of such Holders shown therein. Such notice (the "Optional Redemption Notice") shall state: (i) the Optional Redemption Date, on (ii) the registry books number of shares of Preferred Stock to be redeemed from such Holder, (iii) the transfer agent for Optional Redemption Price, and (iv) the Common Stock. Any notice which is mailed place where any shares of Preferred Stock in the manner herein provided certificated form are to be redeemed and shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the presented and surrendered for payment of the Optional Redemption Price will be made, unless such notice is mailed together with such payment. In therefor. 6.4 If the case of a redemption permitted under Section 22(a)Company gives the Optional Redemption Notice, the Company mayshall deposit with or otherwise involve available to the Paying Agent funds sufficient to redeem the shares of Preferred Stock, no later than the open of business on the Optional Redemption Date, and the Company shall give the Paying Agent instructions and authority to pay the Optional Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the Certificates therefor as set forth in the Optional Redemption Notice. If the Optional Redemption Notice shall have been given, then from and after the Optional Redemption Date, unless the Company defaults in providing funds sufficient for such redemption at its optionthe time and place specified for payment pursuant to the Optional Redemption Notice, discharge all dividends on such shares of its obligations Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the Rights shares of Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Optional Redemption Price. The Company shall be entitled to receive from the Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Price of the shares of Preferred Stock to be redeemed), and the holders of any shares of Preferred Stock so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by (i) issuing a press release announcing the manner of Company for any reason, including redemption of shares of Preferred Stock, that remain unclaimed or unpaid after two years after the Rights (with prompt written notice thereof Optional Redemption Date or other payment date, shall be, to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent orextent permitted by applicable law, prior repaid to the Distribution DateCompany upon its written request, on after which repayment the registry books of the transfer agent of the Common Stock, and upon Holders entitled to such action, all outstanding Right Certificates redemption or other payment shall be null and void without any further action by have recourse only to the Company.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day 7.1 On or after the Stock Acquisition Date (or, if first Business Day that is five years after the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Issue Date, the Close of Business on Company shall have the Record Date) or (y) the Close of Business on the Final Expiration Dateright, direct the Company tosubject to applicable law, and if directed, the Company shall, to redeem all but not less than all shares of the then outstanding Rights at a Preferred Stock from any source of funds legally available for such purpose. Any redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring pursuant to this Section 7 shall be subject to compliance with the provisions of the Senior Debt Agreements and any other agreements governing the Company's and the Parent's future or existing outstanding indebtedness. Any such redemption shall occur on a date set by the Company on not less than thirty (30) days' notice to the Holders (the "Optional Redemption Date"). Notwithstanding anything to the contrary in this Section 7.1, a Holder may exercise an Optional Parent Put Right after receipt of an Optional Redemption Notice, provided the date Optional Parent Put Exchange Date precedes the Optional Redemption Date by at least three (3) Business Days. Upon the exchange of shares of Preferred Stock pursuant to such Optional Parent Put Right, such Optional Redemption Notice shall be rendered void in respect of such shares. 7.2 Subject to applicable law, the Company shall effect any such redemption pursuant to this Section 7 by paying cash for each share of Preferred Stock to be redeemed in an amount equal to the Liquidation Preference (including, for the avoidance of doubt, any Accrued Dividends added to the Liquidation Preference in accordance with Section 3.6.1) plus the Accumulated Cash Dividends (if any) (such redemption price being hereinafter referred to as amount, the “"Optional Redemption Price”"). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the 7.3 The Company shall give notice of such redemption its election to redeem the Preferred Stock pursuant to this Section 7 to the Rights Agent and each Holders of Preferred Stock as such holder Holders' names appear (as of the then outstanding Rights by mailing such close of business on the Business Day next preceding the day on which notice to is given) on the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to Transfer Agent at the Distribution address of such Holders shown therein. Such notice (the "Optional Redemption Notice") shall state: (i) the Optional Redemption Date, on (ii) the registry books number of shares of Preferred Stock to be redeemed from such Holder, (iii) the transfer agent for Optional Redemption Price, and (iv) the Common Stock. Any notice which is mailed place where any shares of Preferred Stock in the manner herein provided certificated form are to be redeemed and shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the presented and surrendered for payment of the Optional Redemption Price will be made, unless such notice is mailed together with such payment. In therefor. 7.4 If the case of a redemption permitted under Section 22(a)Company gives the Optional Redemption Notice, the Company mayshall deposit with or otherwise make available to the Paying Agent funds sufficient to redeem the shares of Preferred Stock, no later than the open of business on the Optional Redemption Date, and the Company shall give the Paying Agent instructions and authority to pay the Optional Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the Certificates therefor as set forth in the Optional Redemption Notice. If the Optional Redemption Notice shall have been given, then from and after the Optional Redemption Date, unless the Company defaults in providing funds sufficient for such redemption at its optionthe time and place specified for payment pursuant to the Optional Redemption Notice, discharge all dividends on such shares of its obligations Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the Rights shares of Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Optional Redemption Price. The Company shall be entitled to receive from the Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Price of the shares of Preferred Stock to be redeemed), and the holders of any shares of Preferred Stock so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by (i) issuing a press release announcing the manner of Company for any reason, including redemption of shares of Preferred Stock, that remain unclaimed or unpaid after two years after the Rights (with prompt written notice thereof Optional Redemption Date or other payment date, shall be, to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent orextent permitted by applicable law, prior repaid to the Distribution DateCompany upon its written request, on after which repayment the registry books of the transfer agent of the Common Stock, and upon Holders entitled to such action, all outstanding Right Certificates redemption or other payment shall be null and void without any further action by have recourse only to the Company.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (xi) the Close close of Business business on the tenth Business Day (10thor such later date as may be determined by the Board pursuant to clause (i) calendar day after of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) or and (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market price,” as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. (b) Immediately upon the action of the Board directing the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such each holder’s last address as it appears upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. . (c) In the case event of a redemption permitted under Section 22(a)of the Rights in accordance with this Agreement, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (in accordance with prompt written notice thereof to the Rights Agent) this Agreement and (ii) mailing payment of the Redemption Price to each the registered holder holders of the Rights at each such holder’s their last address addresses as it appears they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board mayNotes are subject to redemption in whole, but not in part, at the direction of the Servicer on any Payment Date on which the Servicer exercises its optionoption to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that it will exercise its option pursuant to Section 8.1 of the Sale and Servicing Agreement, the Indenture Trustee will promptly notify the Noteholders: (i) of the outstanding Note Balance of each Class of the Notes to be prepaid as of the most recent Payment Date and that the Notes plus accrued and unpaid interest on such Notes at any time prior the applicable Note Interest Rate to the earlier Redemption Date will be paid in full; (ii) of the place where such Notes are to be surrendered for final payment (xwhich will be the office or agency of the Issuer maintained as provided in Section 3.2); and (iii) the Close of Business that on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Redemption Date, the Close of Business outstanding principal amount will become due and payable upon the Notes and that interest on the Record Notes will cease to accrue from and after the Redemption Date) or (y) , unless the Close Issuer defaults in the payment of Business the Notes on the Final Expiration Redemption Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon The Issuer will cause the action of Servicer to deposit by 10:00 a.m. (New York City time) on the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive Business Day preceding the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, Date (or, prior to the Distribution Datewith Rating Agency Confirmation, on the registry books Redemption Date) in the Collection Account the amount required pursuant to Section 8.1 of the transfer agent for Sale and Servicing Agreement, whereupon all such Notes will be paid in full on the Common Stock. Any notice which is mailed Redemption Date. (c) On the Redemption Date, the outstanding principal amount of the Notes will be due and payable and interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer defaults in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Notes on the Redemption Price will be made, unless such notice is mailed together with such paymentDate. In the case of a redemption permitted under Section 22(a)Upon redemption, the Company may, at its option, discharge Indenture Trustee agrees to execute any and all instruments reasonably requested of its obligations with respect it to release the Collateral from the Lien of this Indenture and release to the Rights by (i) issuing a press release announcing Issuer or any other Person entitled to any funds then on deposit in the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyBank Accounts under this Indenture.

Redemption. A Limited Partner (aor any assignee thereof) may withdraw all or part of his capital contribution and undistributed profits, if any, from the Partnership in multiples of the Net Asset Value of a Unit of Limited Partnership Interest (such withdrawal being herein referred to as “redemption”) as of the last day of a month (the “Redemption Date”) after a request for redemption has been made to the General Partner; provided that all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them. As used herein, “request for redemption” shall mean a written or oral request in a form specified by the General Partner and received by the General Partner at least 10 days in advance of the Redemption Date. The Board General Partner, in its discretion, may waive the 10 day notice requirement. A form of Request for Redemption may be obtained by written request to the General Partner. Redemption of partial Units of Limited Partnership Interest will be permitted at the General Partner’s discretion. Upon redemption, a Limited Partner (or any assignee thereof) shall receive, per Unit of Limited Partnership Interest redeemed, an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest as of the Redemption Date, less any amount owing by such Partner (and his assignee, if any) to the Partnership. If redemption is requested by an assignee, all amounts owed by the Partner to whom such Unit of Limited Partnership Interest was sold by the Partnership as well as all amounts owed by all assignees of such Unit of Limited Partnership Interest shall be deducted from the Net Asset Value of such Unit of Limited Partnership Interest upon redemption by any assignee. Payment will be made within 10 business days after the Redemption Date. The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner and may permit less frequent redemptions if it has received an opinion from counsel that such action is advisable to prevent the Partnership from being considered a publicly traded partnership by the Internal Revenue Service. The General Partner may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, sole discretion and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and Limited Partners, declare a special Redemption Date on which date Limited Partners may redeem their Units of Limited Partnership Interest at Net Asset Value per Unit of Limited Partnership Interest, provided that the Limited Partners submit requests for redemption in a form acceptable to each such holders at such holder’s last address as it appears upon the registry books General Partner. The General Partner may require that any Limited Partner redeem his Units of Limited Partnership Interest on 10 days’ notice to the Limited Partner if, in the sole discretion of the Rights AgentGeneral Partner, or, prior to it is in the Distribution Date, on the registry books best interests of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each Partnership to require such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyredemption.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, may redeem all (but not less than all all) of this Warrant at any time, at the price of $.01 per Warrant Share (issuable under this Warrant), upon notice referred to in Section 18(b), provided that (i) the Warrant Shares have been registered for resale by means of the Registration Statement as defined in the Purchase Agreement or any other registration statement; (ii) the Registration Statement is current and effective at the time the aforementioned notice is sent and through the redemption period; and (iii) the closing sales price of the Common Stock has been at least 200% of the then outstanding Rights at a Exercise Price of the Warrants for 20 consecutive Trading Days ending within two Trading Days of the notice of redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)in Section 18(b) below. (b) Immediately upon In the action of the Board directing event the Company shall elect to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rightsredeem this Warrant, the Company shall give fix a date for the redemption (the “Redemption Date”) and mail a notice of such redemption by first class mail, postage prepaid, not less than 30 days from the date fixed for redemption to the Rights Agent and each such holder Holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders this Warrant at such holderHolder’s last address as it appears upon on the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockCompany. Any notice which is mailed in the manner herein provided shall be deemed given, conclusively presumed to have been duly given whether or not the holder receives the registered Holder received such notice. Each such The notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by shall specify (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and price, (ii) the date fixed for redemption, (iii) the place where the Warrant is to be delivered and the redemption price paid and (iv) that the right to exercise the Warrant shall terminate at 5:00 P.M. New York City on the Business Day immediately preceding the Redemption Date. No failure to mail such notice nor any defect therein or in the mailing payment thereof shall affect the validity of the Redemption Price proceedings for such redemption except as to each registered holder a Holder (A) to whom notice was not mailed or (B) whose notice was defective. An affidavit of the Rights at each such holder’s last address as it appears on the registry books Secretary of the Rights Agent orCompany that notice of redemption has been mailed shall, prior in the absence of fraud, be prima facie evidence of the facts stated therein. (c) The Warrant may be exercised in accordance with Section 3 of this Warrant at any time after notice of redemption shall have been given by the Company pursuant to Section 18(b) hereof and until the Distribution Business Day immediately preceding the Redemption Date. On and after the Redemption Date, on the registry books Holder of this Warrant shall have no further rights except to receive, upon surrender of the transfer agent of Warrant, the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyredemption price.

Redemption. (a) 4.1 The Board Company may, at its option, at any time prior subject to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shallconditions set forth herein, redeem some or all but of the Warrants then outstanding upon not less than thirty (10) days nor more than sixty (60) days prior written notice to the Warrant Holders at any time, provided: (i) this Warrant has been issued by the Company; (ii) all of the then outstanding Rights at Warrant Shares have been registered for resale and continue to be covered by an effective and current registration statement with the Securities and Exchange Commission. Notice will be effective upon mailing and the time of mailing is the “Effective Date of the Notice”. The Notice will state a redemption price date not less than thirty (30) days nor more than sixty (60) days from the Effective Date of $0.001 per Right the Notice (the total amount paid “Redemption Date”). No Notice shall be mailed unless all funds necessary to any holder pay for redemption of Rights the Warrants to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected redeemed shall have first been set aside by the Company occurring after for the date (such benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $.10 for each share of Common Stock of the Company to which the Warrant Holder would then be entitled upon exercise of the Warrant being hereinafter referred redeemed, as adjusted from time to time as provided herein (the “Redemption Price”). The Warrant Holders may exercise their Warrants between the Effective Date of the Notice and 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date, such exercise being effective if done in accordance with Section 1 hereof, and if the Warrant Certificate, with form of election to purchase duly executed and the Warrant Price, as applicable for such Warrant subject to redemption for each share of Common Stock to be purchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date. (b) Immediately upon 4.2 If any Warrant Holder does not wish to exercise any Warrant being redeemed, he should mail such Warrant to the action Company at its principal offices after receiving the Notice of Redemption required by this Section 4. If such Notice of Redemption shall have been so mailed, and if on or before the Effective Date of the Board directing the Company Notice all funds necessary to make the pay for redemption of the Rights, evidence of which Warrants subject to redemption shall have been filed with set aside by the Rights AgentCompany for the benefit of such Warrant Holders, then, on and after said Redemption Date, notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be deemed no longer outstanding, and without any further action all rights with respect thereto shall forthwith cease and without any noticeterminate, except only the right to exercise the Rights will terminate and the only right thereafter of the holders holder of Rights shall be each Warrant subject to redemption to receive the Redemption Price for each Right so held. Promptly after share of Common Stock to which he would be entitled if he exercised the action of the Board directing the Company to make such redemption of the Rights, the Company shall give Warrant upon receiving notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof Warrant subject to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action redemption held by the Companyhim.

Redemption. (a) The Board Company may, at its option, at any time prior to but only by the earlier vote of (x) a majority of the Close Board of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shallDirectors, redeem all but not less than all of the then outstanding Rights Rights, at any time prior to the Close of Business on the earlier of (i) the tenth day following the Stock Acquisition Date (subject to extension by the Company as provided in Section 26 hereof) or (ii) the Expiration Date, at a redemption price of $0.001 0.005 per Right Right, subject to adjustments as provided in subsection (c) below (the total amount paid to any holder of Rights to be rounded up "Redemption Price"). Notwithstanding anything contained in this Agreement to the nearest $0.01)contrary, as such amount may the Rights shall not be appropriately adjusted exercisable pursuant to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by Section 11(a)(ii) prior to the Company occurring after expiration of the date (such Company's right of redemption price being hereinafter referred to as the “Redemption Price”)hereunder. (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without Without any further action and without any notice, the right to exercise the Rights will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the effective time of the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder to the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In At the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption option of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment Board of Directors, the Redemption Price may be paid in cash to each registered Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share) of Preferred Stock or Common Stock having a Fair Market Value equal to such cash payment. (c) In the event the Company shall at any time after the date of this Rights Agreement (A) pay any dividend on Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares or (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the Rights at each such holder’s last address as it appears on outstanding shares of Common Stock, or (D) combine or consolidate the registry books outstanding shares of the Rights Agent or, prior to the Distribution Date, on the registry books Common Stock into a smaller number of the transfer agent shares of its capital stock in a reclassification of the Common StockStock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving company), then, and upon in each such actionevent, all outstanding Right Certificates the Redemption Price shall be null and void without any further action by appropriately adjusted to reflect the Companyforegoing.

Redemption. (a) The Board Commencing on the Initial Warrant Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants at its optionten cents ($.10) per Warrant, at PROVIDED, HOWEVER, that before any time such call for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by Nasdaq, if the Common Stock is then traded on Nasdaq, (or the average closing sale price, if the Common Stock is then traded on Amex) shall have equaled or exceeded $9.00 per share for any twenty (20) trading days prior to the earlier date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification splits or other similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to events as the “Redemption Price”provided in Section 8 hereof). (b) Immediately upon In case the action Company shall exercise its right to redeem all of the Board directing Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to make be delivered to WAS a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which shall have been filed with in no event be less than thirty (30) days after the Rights Agentdate of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:30 p.m. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the holders of Rights shall be proceedings for such redemption except as to receive the Redemption Price for each Right so helda holder (a) to whom notice was not mailed or (b) whose notice was defective. Promptly after the action An affidavit of the Board directing Warrant Agent or the Secretary or Assistant Secretary of the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such that notice of redemption will state has been mailed shall, in the method by which the payment absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Price will be made, unless such notice is mailed together with such paymentDate. In the case of a The redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect price payable to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates Registered Holders shall be null and void without any further action by the Companymailed to such persons at their addresses of record.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). (b) Immediately upon the action of the Board directing of Directors of the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly As soon as practicable after the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such Such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, unless such notice is mailed together acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 24, and other than in connection with such payment. In the case repurchase of a redemption permitted under Section 22(a), Common Stock prior to the Distribution Date. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each the registered holder holders of the Rights at each such holder’s their last address addresses as it appears they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent of the Common Stock, and upon such action, all outstanding Right Rights Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board mayNotes are subject to redemption in whole, but not in part, at the direction of the Issuer, or the Administrator on its optionbehalf, on any Payment Date on which the Issuer exercises its option to sell the Trust Property under Section 8.1 of the Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that the Issuer will exercise its option under Section 8.1 of the Sale and Servicing Agreement, the Indenture Trustee will promptly notify the Noteholders: (i) of the outstanding Note Balance of each Class of the Notes to be prepaid as of the most recent Payment Date and that the Notes plus accrued and unpaid interest on the Notes at any time prior the applicable Note Interest Rate to the earlier Redemption Date will be paid in full; (ii) of the place where the Notes are to be surrendered for final payment (xwhich will be the office or agency of the Issuer maintained as provided in Section 3.2); and (iii) the Close of Business that on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Redemption Date, the Close of Business outstanding principal amount will become due and payable upon the Notes and that interest on the Record Notes will cease to accrue from and after the Redemption Date) or (y) , unless the Close Issuer defaults in the payment of Business the Notes on the Final Expiration Redemption Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon The Issuer will cause the action of Servicer to deposit by 10:00 a.m. (New York City time) on the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, Business Day prior to the Distribution DateRedemption Date (or, with satisfaction of the Rating Agency Condition, on the registry books Redemption Date) in the Collection Account the amount required under Section 8.1 of the transfer agent for Sale and Servicing Agreement, whereupon all the Common Stock. Any notice which is mailed Notes will be paid in full on the manner herein provided shall Redemption Date. (c) On the Redemption Date, the outstanding principal amount of the Notes will be deemed givendue and payable and interest on the Notes will cease to accrue from and after the Redemption Date, whether or not unless the holder receives the notice. Each such notice of redemption will state the method by which Issuer defaults in the payment of the Notes on the Redemption Price will be made, unless such notice is mailed together with such paymentDate. In the case of a redemption permitted under Section 22(a)Upon redemption, the Company may, at its option, discharge all Indenture Trustee will release the Collateral from the Lien of its obligations with respect this Indenture and release to the Rights by (i) issuing a press release announcing Issuer or any other Person entitled to any funds then in the manner of redemption of the Rights (Bank Accounts under this Indenture in accordance with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanySection 8.4(c).

Redemption. (ai) The Board mayUpon the occurrence of a Class D Change of Control, each Class D Preferred Unit Holder shall have the option, exercisable at its optionsole election, but only during the period beginning upon the occurrence of such Class D Change of Control and ending at the end of the 90th day following such occurrence, to require the Partnership to redeem all, or any time Minimum Portion, of the Class D Preferred Units held by such Class D Preferred Unit Holder for an amount of cash in respect of each Class D Preferred Unit to be redeemed equal to the Class D Redemption Price of such Class D Preferred Unit. The Partnership shall deliver to all Class D Preferred Unit Holders a written notice of the expected occurrence of a Class D Change of Control (a “Class D CoC Notice”) within five Business Days following execution of definitive agreements relating to a Class D Change of Control, and at least fifteen Business Days prior to the earlier consummating such Class D Change of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date Control (or, if such advance notice is not practicable based on the tenth event that resulted in a Class D Change of Control, as soon as reasonably practicable upon the Partnership becoming aware of such Class D Change of Control), which Class D CoC Notice shall include the material terms of the event constituting a Class D Change of Control and any definitive agreements executed by the Partnership or the General Partner in connection therewith. To exercise its right to redemption pursuant to this Section 5.13(d)(i), a Class D Preferred Unit Holder must deliver a written notice of such exercise (10tha “Class D CoC Redemption Election Notice”) calendar to the Partnership prior to the 90th day following the Stock Acquisition Date occurs before occurrence of such Class D Change of Control, which Class D CoC Redemption Election Notice shall set forth the Record Datenumber of Class D Preferred Units such Class D Preferred Unit Holder elects to have redeemed by the Partnership pursuant to this Section 5.13(d)(i). No later than five Business Days following the later of the occurrence of such Change of Control or the delivery of a Class D CoC Redemption Election Notice by a Class D Preferred Unit Holder to the Partnership, the Close Partnership shall redeem the Class D Preferred Units set forth in such Class D CoC Redemption Election Notice by paying such Class D Preferred Unit Holder an amount in cash in same-day funds in respect of Business on each such Class D Preferred Unit equal to the Record DateClass D Redemption Price of such Class D Preferred Unit. Notwithstanding the foregoing, if a redemption pursuant to this Section 5.13(d)(i) would cause the Class D Preferred Units to be characterized as “disqualified stock,” “disqualified capital stock” or (y) any similar concept pursuant to the Close terms of Business on any agreement, document or instrument governing or evidencing any Funded Indebtedness of the Final Expiration DatePartnership or its Subsidiaries that is, direct the Company toor was originally issued or incurred, and if directedin excess of $10,000,000, the Company shall, redeem all but not less than all redemption obligation of the then outstanding Rights at a redemption price Partnership set forth in this Section 5.13(d)(i) shall be tolled until the earlier of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (A) such redemption price being hereinafter referred would comply with a “Restricted Payments” covenant or similar covenant contained in any such agreement, document or instrument, or (B) the applicable loans and other debt obligations under such agreement, document or instrument are, to the extent required, repaid (and, if applicable, any commitments will be terminated and any obligations to offer to redeem, repay or repurchase such loans or other debt obligations as the “Redemption Price”). (b) Immediately upon the action a result of the Board directing the Company Class D Change of Control will have expired) prior to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsClass D Preferred Units and the Partnership will timely comply with any “change of control offer” or similar requirements under the terms of any such agreement, the Company document or instrument, if applicable. The preceding sentence shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall not be deemed given, whether or not to be a waiver by any Class D Preferred Unit Holder of its right to receive from the holder receives Partnership and/or its successor the notice. Each such notice of redemption will state the method cash payment required by which the payment of the Redemption Price will be made, unless such notice is mailed together this Section 5.13(d)(i) in connection with such payment. In the case Class D Change of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) Control and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyredemption.

Redemption. (a) The Board mayNotes are subject to redemption in whole, but not in part, at the direction of the Issuer, or the Administrator on its optionbehalf, on any Payment Date on which the Issuer exercises its option to sell the Trust Property under Section 8.1 of the Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that the Issuer will exercise its option under Section 8.1 of the Sale and Servicing Agreement, the Indenture Trustee will promptly notify the Noteholders: (i) of the outstanding Note Balance of each Class of the Notes to be prepaid as of the most recent Payment Date and that the Notes plus accrued and unpaid interest on the Notes at any time prior the applicable Note Interest Rate to the earlier Redemption Date will be paid in full; (ii) of the place where the Notes are to be surrendered for final payment (xwhich will be the office or agency of the Issuer maintained as provided in Section 3.2); and (iii) the Close of Business that on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Redemption Date, the Close of Business outstanding principal amount will become due and payable upon the Notes and that interest on the Record Notes will cease to accrue from and after the Redemption Date) or (y) , unless the Close Issuer defaults in the payment of Business the Notes on the Final Expiration Redemption Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon The Issuer will cause the action of Servicer to deposit by 10:00 a.m. (New York City time) on the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, Business Day prior to the Distribution DateRedemption Date (or, with satisfaction of the Rating Agency Condition, on the registry books Redemption Date) in the Collection Account the amount required under Section 8.1 of the transfer agent for Sale and Servicing Agreement, whereupon all the Common Stock. Any notice which is mailed Notes will be paid in full on the manner herein provided shall Redemption Date. (c) On the Redemption Date, the outstanding principal amount of the Notes will be deemed givendue and payable and interest on the Notes will cease to accrue from and after the Redemption Date, whether or not unless the holder receives the notice. Each such notice of redemption will state the method by which Issuer defaults in the payment of the Notes on the Redemption Price will be made, unless such notice is mailed together with such paymentDate. In the case of a redemption permitted under Section 22(a)Upon redemption, the Company may, at its option, discharge all Indenture Trustee will release the Collateral from the Lien of its obligations with respect this Indenture and release to the Rights by (i) issuing a press release announcing Issuer or any other Person entitled to any funds then in the manner of redemption of the Rights (Bank Accounts under this Indenture in accordance with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanySection 8.4(c).

Redemption. (a) The Board mayNotes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Distribution Date on which the Servicer exercises its optionoption to purchase the assets of the Issuer pursuant to such Section 9.1(a), at any time prior and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the earlier of (x) Servicer under the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record DateSale and Servicing Agreement, the Close unpaid principal amount of Business on the Record DateNotes plus all accrued and unpaid interest (including any overdue interest) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directedthereon, the Company shall, redeem Certificate Balance plus all but not less than accrued and unpaid interest (including any overdue interest) thereon and all of amounts due to the then outstanding Rights at a redemption price of $0.001 per Right (Insurer under the total amount paid to any holder of Rights Transaction Documents or the Policy. If the Notes are to be rounded up redeemed pursuant to the nearest $0.01this Section 10.1(a), as such amount may be appropriately adjusted the Issuer shall furnish or cause the Servicer to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give furnish notice of such redemption to the Rights Agent Depositor, the Indenture Trustee, the Insurer and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, Rating Agencies not later than thirty (30) days prior to the Distribution Date, on Redemption Date and the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided Issuer shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of deposit the Redemption Price will of the Notes to be maderedeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the Redemption Date, unless whereupon all such notice is mailed together with such payment. Notes shall be due and payable on the Redemption Date. (b) In the case event that the assets of a redemption permitted under the Issuer are purchased by the Servicer pursuant to Section 22(a9.1(a) of the Sale and Servicing Agreement, all amounts on deposit in the Note Payment Account shall be paid to the Noteholders up to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the Company mayIssuer shall, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing extent practicable, furnish or cause the manner Servicer to furnish notice of redemption of the Rights (with prompt written notice thereof such event to the Rights AgentDepositor, the Indenture Trustee, the Insurer and the Rating Agencies not later than twenty (20) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, days prior to the Distribution Redemption Date, whereupon all such amounts shall be payable on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyRedemption Date.

Redemption. (a) The Board Company may, at its option, at any time prior to but only by the earlier vote of (x) a majority of the Close Board of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shallDirectors, redeem all but not less than all of the then outstanding Rights Rights, at any time prior to the Close of Business on the earlier of (i) the tenth day following the Stock Acquisition Date (subject to extension by the Company as provided in Section 26 hereof) or (ii) the Expiration Date, at a redemption price of $0.001 0.01 per Right Right, subject to adjustments as provided in subsection (c) below (the total amount paid to any holder of "Redemption Price"). Notwithstanding anything contained in this Rights to be rounded up Agreement to the nearest $0.01)contrary, as such amount may the Rights shall not be appropriately adjusted exercisable pursuant to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by Section 11(a)(ii) prior to the Company occurring after expiration of the date (such Company's right of redemption price being hereinafter referred to as the “Redemption Price”)hereunder. (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without Without any further action and without any notice, the right to exercise the Rights will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the effective time of the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In At the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption option of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment Board of Directors, the Redemption Price may be paid in cash to each registered Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share) of Preferred Stock or Common Stock having a Fair Market Value equal to such cash payment. (c) In the event the Company shall at any time after the date of this Rights Agreement (A) pay any dividend on Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares or (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the Rights at each such holder’s last address as it appears on outstanding shares of Common Stock, or (D) combine or consolidate the registry books outstanding shares of the Rights Agent or, prior to the Distribution Date, on the registry books Common Stock into a smaller number of the transfer agent shares of its capital stock in a reclassification of the Common StockStock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Company), then, and upon in each such actionevent, all outstanding Right Certificates the Redemption Price shall be null and void without any further action by appropriately adjusted to reflect the Companyforegoing.

Redemption. (a) The Board mayCompany may redeem the Preferred Units, in whole or in part at its option, the option of the Company at any time prior or from time to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (ortime, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right unit in cash in an amount equal to (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)) the sum of the Liquidation Amount plus all accumulated and unpaid Current Distributions thereon to the date of redemption. The Preferred Units to be redeemed shall be determined at the sole discretion of the board of managers of the Company. (b) Immediately upon Notice of a redemption pursuant to Section 5(a) will be mailed by the action Company, postage prepaid, not less than ten (10) nor more than thirty (30) days prior to the redemption date, addressed to the respective holders of the Board directing Preferred Units to be redeemed at their respective addresses as they appear on the books of the Company. Each notice shall state: (i) the redemption date; (ii) the number of Preferred Units to be redeemed; (iii) the Redemption Price; (iv) the place or places where certificates representing such Preferred Units, if any, are to be surrendered for payment of the Redemption Price; and (v) that Current Distributions on the Preferred Units to be redeemed will cease to accumulate on such redemption date. If fewer than all the Preferred Units are to be redeemed, the notice mailed to each such holder thereof shall also specify the number of Preferred Units to be redeemed from each such holder. (c) On or after a redemption date, each holder of Preferred Units to be redeemed must present and surrender any certificates, if any, representing the Preferred Units to the Company at the place designated in the notice of redemption and thereupon the Redemption Price of such Preferred Units will be paid to make or on the redemption order of the RightsPerson whose name appears on such certificates, evidence of which shall have been filed with if any, as the Rights Agentowner thereof by wire transfer pursuant to wire instructions provided by such Person and each surrendered certificate will be canceled. In the event that fewer than all the Preferred Units are to be redeemed, and without any further action if a certificate has been issued representing the Preferred Units, a new certificate will be issued representing the unredeemed Preferred Units. (d) From and without any noticeafter a redemption date (unless the Company defaults in payment of the Redemption Price), all Current Distributions on the right Preferred Units subject to exercise the Rights such redemption will terminate cease to accumulate and the only right thereafter all rights of the holders of Rights shall be thereof, except (i) the right to receive the Redemption Price for each Right so held. Promptly after thereof (including all accumulated and unpaid Current Distributions to the action redemption date) and (ii) the right to receive any accumulated Deferred Distributions, will cease and terminate and such Preferred Units will not thereafter be transferred (except with the consent of the Board directing Company) on the Company’s records, and such Preferred Units shall not be deemed to be outstanding for any purpose whatsoever other than with respect to the accumulation of Deferred Distributions on such Preferred Units. In the event that the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed defaults in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will for any Preferred Units surrendered for redemption, such Preferred Units shall continue to be madedeemed to be outstanding for all purposes and to be owned by the respective holders that surrendered such Preferred Units, unless and the Company shall promptly return the surrendered certificates representing such notice is mailed together with Preferred Units, if any, to such payment. In holders (although the case failure of the Company to return any such certificates to such holders shall in no way affect the ownership of such Preferred Units by such holders or their rights thereunder). (e) Any Preferred Units that have been redeemed shall, after such redemption, have the status of authorized but unissued Units, without designation as to series, until such units are once more designated as part of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect particular series. (f) The Preferred Units will not have a stated maturity date and will not be subject to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companysinking fund.

Redemption. (a) The Board Corporation may, at its optionsubject to the requirements of the Act, upon the giving of such notice, if any, and following of such procedures as the Board may determine from time to time redeem at any time prior the whole or from time to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all time any part of the then outstanding Rights at Class B Preferred Shares, either on a redemption price pro rata basis or otherwise, on payment of $0.001 per Right an amount for each share to be redeemed equal to (i) the fair market value of that number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio plus all declared and unpaid cash dividends thereon and (ii) the quotient obtained by dividing the Residual Cash Amount by the total amount paid to any holder number of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after Class B Preferred Shares on the date (such redemption price of redemption, the whole constituting and being hereinafter referred to as the “Redemption PriceAmount”). (b) Immediately upon . On or after the action date specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the Board directing registered holders of the Company Class B Preferred Shares to make be redeemed the Redemption Amount thereof on presentation and surrender at the registered office of the Corporation or any other place designated by the Corporation in the notice of redemption of the Rights, evidence of which shall have been filed with certificates representing the Rights Agent, and without any further action and without any noticeClass B Preferred Shares called for redemption. In the alternative, the right to exercise Corporation at its sole option may satisfy the Rights will terminate and the only right thereafter portion of the Redemption Amount equal to the fair market value of that number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio by delivering or arranging for Acquiror or Acquiror Sub 2 to deliver to registered holders of Rights shall be to receive the Redemption Price Class B Preferred Shares for each Right so held. Promptly after the action Class B Preferred Share to be redeemed, that number of the Board directing the Company to make such redemption shares of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Acquiror Class A Common Stock. Any notice which is mailed In addition, in the manner herein provided shall be deemed givenevent that all of the issued and outstanding Class B Preferred Shares are held by one holder, whether or not the holder receives the notice. Each such notice of redemption will state the method by which Corporation at its sole option may satisfy the payment of the aggregate Redemption Price will Amount for all of the issued and outstanding Class B Preferred Shares by issuing to the holder a promissory note in the principal amount equal to such aggregate Redemption Amount, such promissory note being convertible at the option of the holder for that number of Common Shares equal to the number of issued and outstanding Class B Preferred Shares prior to their redemption. Such Class B Preferred Shares shall thereupon be made, unless such notice is mailed together with such paymentredeemed. In If less than all the case of a redemption permitted under Section 22(a)Class B Preferred Shares represented by any certificate are redeemed, the Company mayholder shall be entitled to receive a new certificate for that number of Class B Preferred Shares represented by the original certificate which are not redeemed. From and after the date specified for redemption, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption holders of the Rights (with prompt written notice Class B Preferred Shares called for redemption shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of shareholders in respect thereof to the Rights Agent) and (ii) mailing unless payment of the Redemption Price to each registered holder Amount shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates holders shall be null and void without any further action by the Companyremain unaffected.

Redemption. (a) The Board may, at within its optionsole discretion, at any time prior to before any Person becomes an Acquiring Person (the earlier of (x“Redemption Period”) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct cause the Company toto redeem all, and if directed, the Company shall, redeem all but not less than all all, of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to price, as adjusted, the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights will not be exercisable after the first occurrence of a Flip-In Event or Flip-Over Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board may establish, in its sole discretion. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock based on the Current Market Price or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the action of the Board directing the Company to make ordering the redemption of the Rights, evidence Rights pursuant to paragraph (a) of which shall have been filed with this Section 23 (or such later time as the Rights AgentBoard may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly The Company shall promptly give (i) written notice to the Rights Agent of any such redemption (and until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such redemptions have occurred); and (ii) public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice will not affect the validity of such redemption. Within 10 days after the such action of the Board directing ordering the Company to make such redemption of the Rights, the Company shall give mail a notice of such redemption to all the Rights Agent and each such holder holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will shall be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), Neither the Company may, at its option, discharge all nor any of its obligations Related Persons may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, or other than in connection with respect to the Rights by (i) issuing a press release announcing purchase of shares of Common Stock or the manner of conversion or redemption of shares of Common Stock in accordance with the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment applicable provisions of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, Charter prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. Each outstanding share of Series 1 Preferred Stock shall be redeemable, in whole or in part, at the option of the Corporation, exercisable as hereinafter provided in this Section 6, at any time and from time to time after the first (1st) anniversary of the Original Issue Date and prior to the Mandatory Conversion Date, provided that any redemption hereunder by the Corporation as to each holder of Series 1 Preferred Stock shall, to the fullest extent permitted by applicable law, be for a number of shares equal to no less than twenty-five percent (25%) of the number of shares of Series 1 Preferred Stock originally issued to such holder. Each share of Series 1 Preferred Stock subject to redemption pursuant to this Section 6 shall be redeemed by the Corporation in cash at a price per share equal to the Conversion Rate then in effect multiplied by $13.50, (as adjusted for any for any (A) dividend in respect of any class or series of stock of the Corporation in shares of Series 1 Preferred Stock, (B) subdivision, whether by reclassification or recapitalization, of the outstanding shares of Series 1 Preferred Stock into a greater number of shares of Series 1 Preferred Stock, or (C) combination, whether by reclassification or recapitalization, of the outstanding shares of Series 1 Preferred Stock into a lesser number of shares of Series 1 Preferred Stock) (the “Redemption Price”). The Corporation may exercise its option to redeem all or any portion of the outstanding shares of Series 1 Preferred Stock pursuant to this Section 6 by delivering a written notice thereof to all, but not less than all, of the holders of outstanding shares of Series 1 Preferred Stock (such notice, the “Redemption Notice”, and the date on which all such holders receive such notice, the “Redemption Notice Date”). Each Redemption Notice shall be irrevocable and shall (a) The Board maystate the date on which the redemption shall occur (the “Redemption Date”), at its optionwhich date shall not be less than thirty (30) days following the Redemption Notice Date, (b) state the aggregate number of outstanding shares of Series 1 Preferred Stock to be redeemed on the Redemption Date and (c) state the aggregate number of outstanding shares of Series 1 Preferred Stock to be redeemed from each holder of Series 1 Preferred Stock (which shall be effected pro rata based on the number of outstanding shares of Series 1 Preferred Stock held by such holder bears to the number of outstanding shares of Series 1 Preferred Stock held by all holders of Series 1 Preferred Stock). Notwithstanding the receipt of any Redemption Notice, for the avoidance of doubt, a holder of Series 1 Preferred Stock may convert such holder’s shares of Series 1 Preferred Stock into shares of Common Stock pursuant to the terms of Section 7(a) at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Redemption Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. Subject to Section 6.4 hereof, all, but not less than all, of the outstanding Warrants (aother than any Sponsor Warrants that are held by the Sponsor or any Permitted Transferees) The Board may(the “Redeemable Warrants”) may be redeemed, at its optionthe option of the Company, at any time after they become exercisable and prior to their expiration, at the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all office of the then outstanding Rights Warrant Agent, upon the notice referred to in Section 6.2, at a redemption the price of $0.001 0.01 per Right Warrant (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). ; provided, however, that the last sales price of the Common Stock has been equal to or greater than $14.25 per share, as such price may be adjusted pursuant to Section 4.3 (b) Immediately the “Floor Price”), on each of 20 trading days within any 30 trading day period ending three Business Days prior to the date on which notice of redemption is given; and provided, further that such Redeemable Warrants (and Shares issuable upon the action exercise of such Redeemable Warrants) are covered by an effective registration statement from the Board directing date of notice of redemption through the date fixed for redemption. If the foregoing conditions are satisfied, and such Redeemable Warrants are called for redemption, each Registered Holder will be entitled to exercise its Redeemable Warrants prior to the date scheduled for redemption. In the event the Company calls any such Redeemable Warrants for redemption pursuant to make this Section 6.1, the redemption of the Rights, evidence of which Company shall have been filed with the Rights Agent, and without any further action and without any notice, the right option to exercise the Rights will terminate and the only right thereafter require all (but not part) of the holders of Rights shall be those Redeemable Warrants who elect to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, exercise their Redeemable Warrants prior to the Distribution Datedate scheduled for redemption to exercise the Redeemable Warrants on a cashless basis. If the Company requires the Registered Holders of such Redeemable Warrants to exercise on a cashless basis, on each holder of such Warrants shall pay the registry books Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the transfer agent number of shares of Common Stock underlying the Warrant, multiplied by the difference between the Redemption Fair Market Value and the Warrant Price by (y) the Redemption Fair Market Value. The “Redemption Fair Market Value” means the average last sale price of the Common Stock in the principal trading market for the Common Stock. Any notice which is mailed in Stock as reported by any national securities exchange or quoted on the manner herein provided shall be deemed givenFINRA OTC Bulletin Board (or successor exchange), whether or not as the holder receives case may be, for the notice. Each such 10 consecutive trading days ending on the third trading day preceding the date the notice of redemption will state the method by which the payment is sent to holders of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyWarrants.

Redemption. (a) The Board mayNotes are subject to redemption in whole, but not in part, at the direction of the Servicer on any Payment Date on which the Servicer exercises its optionoption to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that it will exercise its option pursuant to Section 8.1 of the Sale and Servicing Agreement, the Indenture Trustee will promptly notify the Noteholders: (i) of the outstanding Note Balance of each Class of the Notes to be prepaid as of the most recent Payment Date and that the Notes plus accrued and unpaid interest on such Notes at any time prior the applicable Note Interest Rate to the earlier Redemption Date will be paid in full; (ii) of the place where such Notes are to be surrendered for final payment (xwhich will be the office or agency of the Issuer maintained as provided in Section 3.2); and (iii) the Close of Business that on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Redemption Date, the Close of Business outstanding principal amount will become due and payable upon the Notes and that interest on the Record Notes will cease to accrue from and after the Redemption Date) or (y) , unless the Close Issuer defaults in the payment of Business the Notes on the Final Expiration Redemption Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon The Issuer will cause the action Servicer to deposit by 10:00 a.m. (New York City time) on the Business Day preceding the Redemption Date (or, with satisfaction of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution DateRating Agency Condition, on the registry books Redemption Date) in the Collection Account the amount required pursuant to Section 8.1 of the transfer agent for Sale and Servicing Agreement, whereupon all such Notes will be paid in full on the Common Stock. Any notice which is mailed Redemption Date. (c) On the Redemption Date, the outstanding principal amount of the Notes will be due and payable and interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer defaults in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Notes on the Redemption Price will be made, unless such notice is mailed together with such paymentDate. In the case of a redemption permitted under Section 22(a)Upon redemption, the Company may, at its option, discharge Indenture Trustee agrees to execute any and all instruments reasonably requested of its obligations with respect it to release the Collateral from the Lien of this Indenture and release to the Rights by (i) issuing a press release announcing Issuer or any other Person entitled to any funds then on deposit in the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyBank Accounts under this Indenture.

Redemption. (a) The Board may, at its option, Upon and at any time prior subsequent to the earlier third anniversary of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Original Issue Date (or, if the tenth (10thas defined in Section 6(d)(i) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directedabove), the Company shallat its option may redeem, redeem all but not less than all out of its available cash or cash equivalents, any amount of the then outstanding Rights and not previously converted (pursuant to Section 6) Series C Preferred Stock issued on the Original Issue Date, at a price per share equal to the Original Series C Issue Price, plus any declared, but unpaid dividends thereon upon notice provided in accordance with Section 7(b). Shares subject to redemption price of $0.001 per Right (the total amount paid pursuant to any this Section shall be redeemed from each holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)Series C Preferred Stock on a pro rata basis. (b) Immediately upon At least thirty (30) days prior to the action dates that the Company elects to redeem shares of the Board directing Series C Preferred Stock pursuant to Section 7(a) (each a "REDEMPTION DATE," together the "REDEMPTION DATES"), the Company shall send a notice (the "REDEMPTION NOTICE") to make all holders of the outstanding Series C Preferred Stock of such redemption to be effected, specifying the number of shares to be redeemed from such holder, the Redemption Date, the price per share to be paid (the "REDEMPTION PRICE") and the place at which payment may be obtained. (c) On or prior to the Redemption Date, the Company shall deposit the Redemption Price of all shares to be redeemed as of such date with a bank or trust company having aggregate capital and surplus in excess of $50,000,000, as a trust fund, with irrevocable instructions and authority to the bank or trust company to pay, upon receipt of notice from the Company that such holder has surrendered the Series C Preferred Stock share certificates in accordance with Section 7(d), the Redemption Price of the shares to their respective holders. Any moneys deposited by the Company pursuant to this Section 7 for the redemption of shares thereafter converted into shares of Common Stock pursuant to Section 6 hereof no later than the Rightsfifth (5th) day preceding the Redemption Date shall be returned to the Company forthwith upon such conversion. The balance of any funds deposited by the Company pursuant to this Section 7 remaining unclaimed at the expiration of one (1) year following such Redemption Date shall be returned to the Company promptly upon its written request. (d) On such Redemption Date, evidence each holder of which shares of Series C Preferred Stock to be redeemed shall have been filed with surrender such holder's certificates representing such shares to the Rights AgentCompany in the manner and at the place designated in the Redemption Notice, and without any further action thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and without any noticeeach surrendered certificate shall be canceled. In the event less than all the shares represented by such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after such Redemption Date, all rights of the holder of such redeemed shares as a holder of Series C Preferred Stock (except the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price without interest upon surrender of their certificates) shall cease and terminate with respect to such shares. (e) In the event of a call for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rightsany shares of Series C Preferred Stock, the Company Conversion Rights (as defined in Section 6) for such Series C Preferred Stock shall give notice of such redemption terminate as to the Rights Agent and each such holder shares designated for redemption at the close of business on the then outstanding Rights by mailing such notice to fifth (5th) day preceding the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Redemption Date, on the registry books of the transfer agent for the Common Stock. Any notice which unless default is mailed made in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyPrice.

Redemption. The LLC shall redeem the Preferred Shares as follows: (a) The Board may, at its optionIf, at any time prior after April 1, 2022, the Requisite Preferred Holders request, by written notice delivered to the earlier LLC and each other holder of (x) Preferred Shares, that the Close of Business on LLC redeem the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Dateoutstanding Preferred Shares, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, LLC shall redeem all but not less than all of the then outstanding Rights at Preferred Shares in three equal annual installments and the first such installment shall be a business day that is not more than 120 days after the LLC’s receipt of such request. The date of each such installment shall be referred to herein as a “Redemption Date”. The LLC shall effect such redemption price on each Redemption Date by paying the holders of $0.001 per Right (the total amount paid to any holder of Rights Preferred Shares to be rounded up redeemed on such Redemption Date, in cash therefor, (i) an amount per Series A Preferred Share equal to the nearest $0.01), greater of (A) the Series A Preference Amount of such Series A Preferred Share and (B) the fair market value of such Series A Preferred Share as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected determined in good faith by the Company occurring after Board, (ii) an amount per Series B Preferred Share equal to the date greater of (A) the Series B Preference Amount of such redemption price being hereinafter referred Series B Preferred Share and (B) the fair market value of such Series B Preferred Share as determined in good faith by the Board and (iii) an amount per Series C Preferred Share equal to the greater of (A) the Series C Preference Amount of such Series C Preferred Share and (B) the fair market value of such Series C Preferred Share as determined in good faith by the Board (the “Redemption Price”). In the event that the Requisite Preferred Holders disagree with the fair market value established by the Board, the LLC and the Requisite Preferred Holders shall mutually agree upon and select an independent investment bank, accounting firm or other financial institution to determine the fair market value (the “Independent Evaluator”); provided that in the event that the LLC and the Requisite Preferred Holders are unable to mutually agree on an Independent Evaluator, the LLC and the Requisite Preferred Holders shall each select an Independent Evaluator and the two Independent Evaluators shall mutually agree upon a final Independent Evaluator to determine such fair market value. The final Independent Evaluator’s determination of the fair market value of each Preferred Share shall be set forth in a written detailed report mutually addressed to the Board and the holders of the Preferred Shares and such determination shall be final, conclusive and binding upon the LLC and such holders. All costs related to the appointment of and valuation by the Independent Evaluators shall be shared equally between the LLC and the holders of the Preferred Shares. (b) Immediately upon On each Redemption Date, the action LLC shall redeem, on a pro rata basis in accordance with the number of Preferred Shares held by each holder thereof, that number of outstanding Preferred Shares determined by dividing (i) the total number of Preferred Shares outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If the redemption by the LLC of all Preferred Shares to be redeemed on such Redemption Date would be prohibited by the provisions of the Board directing Act governing distributions to members, the Company LLC shall redeem a pro rata portion of such Preferred Shares held by each holder thereof to make the extent such redemption would not be prohibited by such provisions of the Act governing distributions to members based on the respective amounts which would otherwise be payable in respect of the Preferred Shares to be redeemed if the redemption of all such Preferred Shares would not be prohibited by such provisions of the Rights, evidence of which Act governing distributions to members and shall redeem the remaining Preferred Shares to have been filed with redeemed as soon as practicable after the Rights AgentLLC would not be prohibited from making such redemption under such provisions of the Act governing distributions to members, provided that the redemption of all Preferred Shares shall be prior and without in preference to the redemption of any further action and without any noticeother Shares or other equity securities of the LLC. (c) At least (30) days prior to each Redemption Date, the right LLC shall send (via an internationally recognized overnight courier) a notice (a “Redemption Notice”) to exercise the Rights will terminate and the only right thereafter of the all holders of Rights shall be to receive Preferred Shares setting forth (i) the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company Preferred Shares to make be redeemed on such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Redemption Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) ; and (ii) mailing the Redemption Date and the place at which such holders may obtain payment of such Redemption Price upon surrender of their share certificates (if any). (d) Each holder of Preferred Shares to be redeemed shall surrender such holder’s certificates representing such Preferred Shares (if any) to the LLC in the manner and at the place designated in the Redemption Notice. The Redemption Price of the Preferred Shares to be redeemed hereunder shall be payable to the order of the person in whose name such Preferred Shares are owned as shown on the books and records of the LLC and each such redeemed Preferred Share shall be canceled. In the event less than all the Preferred Shares represented by such certificates (if any) are redeemed, a new certificate shall be issued representing the unredeemed Preferred Shares. If the Redemption Notice shall have been duly delivered, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the Preferred Shares to be redeemed on such Redemption Date is paid or tendered for payment, then, notwithstanding that any certificates evidencing such Preferred Shares so called for redemption shall not have been surrendered, all rights with respect to such Preferred Shares shall forthwith terminate as of the Redemption Price to each registered holder Date except only the right of the Rights at each holders to receive the aggregate Redemption Price without interest upon surrender of their certificate or certificates (if any) therefor (or such holder’s last address as holder notifies the LLC that such certificates have been lost, stolen or destroyed and such holder executes an agreement to indemnify the LLC from any loss incurred by it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon in connection with such action, all outstanding Right Certificates shall be null and void without any further action by the Companycertificates).

Redemption. (a) The Board mayIn the event the Corporation declares and pays dividends in an aggregate amount in excess of $20,000,000 following June 19, at its option2009, at any time prior for a twelve month period thereafter, the holders of a majority of the then outstanding shares of Series B Preferred Stock shall have the right to deliver a notice of election of redemption to the earlier Corporation. Within one hundred eighty (180) days of (x) the Close Corporation’s receipt of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Datesuch notice, the Close Corporation shall redeem, out of Business on the Record Date) or funds legally available therefor, all (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all all) outstanding shares of the then outstanding Rights at a redemption price of $0.001 per Right Series B Preferred Stock which have not been converted into Common Stock pursuant to Section 4 (the total date on which such shares are redeemed, the “Redemption Date”). The Corporation shall redeem the shares of Series B Preferred Stock by paying in cash an amount paid to any holder of Rights to be rounded up per share equal to the nearest $0.01)Original Issue Price for such Series B Preferred Stock, as such plus an amount may be appropriately adjusted equal to reflect any stock splitall declared and unpaid dividends thereon, reverse stock split, stock dividend, reclassification whether or similar transaction effected by the Company occurring after the date not earned (such redemption price being hereinafter referred to as the “Redemption Price”). If the funds legally available for redemption of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full Redemption Price, subject to Section 7(d) below, the Corporation shall effect such redemption pro rata among the holders of the Series B Preferred Stock so that each holder of Series B Preferred Stock shall receive a redemption payment equal to a fraction of the aggregate amount available for redemption, the numerator of which is the number of shares of Series B Preferred Stock held by such holder with each number multiplied by the Redemption Price of each share of Series B Preferred Stock held by such holder, and the denominator of which is the number of shares of Series B Preferred Stock outstanding multiplied by the Redemption Price of each such outstanding share of Series B Preferred Stock. (b) Immediately upon Any redemption effected pursuant to Section 7(a) shall be made on a pro rata basis among the action holders of the Board directing Series B Preferred Stock in proportion to the Company shares of Series B Preferred Stock then held by them. (c) At least fifteen (15), but no more than thirty (30) days prior to make the Redemption Date, written notice shall be mailed, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Series B Preferred Stock to be redeemed, at the address last shown on the records of the Corporation for such holder, notifying such holder of the redemption to be effected, specifying the number of shares to be redeemed from such holder, the Redemption Date, the Redemption Price, the place at which payment may be obtained and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, the holder’s certificate or certificates representing the shares to be redeemed (the “Redemption Notice”). Except as provided herein, on or after the Redemption Date each holder of Series B Preferred Stock to be redeemed shall surrender to this Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the Rightsperson whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, evidence of which a new certificate shall be issued representing the unredeemed shares. (d) From and after the Redemption Date, unless there shall have been filed with a default (including a partial payment pursuant to the Rights Agentprovisions of Section 7(a) above) in payment of the Redemption Price, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter all rights of the holders of Rights shall be shares of Series B Preferred Stock designated for redemption in the Redemption Notice as holders of Series B Preferred Stock (except the right to receive the Redemption Price for each Right so held. Promptly after the action without interest upon surrender of the Board directing the Company to make such redemption of the Rights, the Company their certificate or certificates) shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations cease with respect to the Rights by (i) issuing a press release announcing the manner of shares designated for redemption of the Rights (with prompt written notice thereof to the Rights Agent) on such date, and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears shares shall not thereafter be transferred on the registry books of the Rights Agent orCorporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series B Preferred Stock on the Redemption Date are insufficient to redeem the total number of shares of Series B Preferred Stock to be redeemed on such date at the Redemption Price, prior those funds which are legally available will be used to redeem the Distribution maximum possible number of such shares ratably among the holders of such shares to be redeemed based upon their holdings of Series B Preferred Stock. The shares of Series B Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series B Preferred Stock such funds will immediately be used to redeem on a pro rata basis the balance of the shares which the Corporation has become obliged to redeem on the Redemption Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companybut which it has not redeemed.

Redemption. (a) The Board Company may redeem the Securities, in whole but not in part, upon notice as described in Section 5.04, as further set forth below, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, if and only if the Last Reported Sale Price for not less than any fifteen (15) Trading Days in the last thirty (30) consecutive Trading Days is more than one hundred-twenty percent (120%) of the Conversion Price in effect on the applicable Trading Day. The Company may, at its optionelection, at any time prior pay or deliver as the case may be, to all Holders, in respect of all of the earlier Securities, either (a) solely cash (the “Cash Settlement”), (b) solely shares of Common Stock (xother than cash in lieu of fractional shares) (the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date“Physical Settlement”) or (yc) the Close a combination of Business on the Final Expiration Date, direct the Company to, cash and if directed, the Company shall, redeem all but not less than all shares of the then outstanding Rights at a redemption price of $0.001 per Right Common Stock (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption PriceCombination Settlement”). (b) Immediately upon the action of the Board directing If the Company to make elects the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsCash Settlement, the Company shall give notice deliver to each Holder of such redemption Securities an amount of cash equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon and Additional Interest, if any, to the Rights Agent and each such holder of applicable Redemption Date. (c) If the then outstanding Rights by mailing such notice to Company elects the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a)Physical Settlement, the Company mayshall deliver to each Holder of Securities in respect of each (x) $1,000 of principal amount of Securities (for Securities denominated in $1,000 increments), at its optiona number of shares of Common Stock equal to the Redemption Conversion Rate and (y) $1.00 principal amount of Securities (for Securities denominated in $1.00 increments), discharge all a number of its obligations shares of Common Stock equal to the Redemption Conversion Rate divided by 1,000, together in each case with any cash payment for any fractional share of Common Stock based on the Redemption Conversion Price. (d) If the Company elects the Combination Redemption, the Company shall deliver to each Holder of Securities in respect of the principal amount of Securities that the Company has specified is to be redeemed in cash, a cash amount equal to 100% of the principal amount of such Securities plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date (the “Specified Cash Amount”) and with respect to the Rights by (i) issuing a press release announcing the manner remaining portion of redemption such Securities to be redeemed in shares of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such actionshares of Common Stock calculated in accordance with Section 5.01(c), all outstanding Right Certificates together with a cash payment for any fractional shares of Common Stock, which cash payment shall be null and void without any further action based on the Redemption Conversion Price. (e) Except as specifically contemplated by this Article 5, the CompanyCompany will not be entitled to redeem the Securities at its option.

Redemption. (a) The Board of Directors may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend declared or paid on the Common Stock in Common Stock or any subdivision or combination of the outstanding Common Stock or similar transaction effected by the Company event occurring after the date of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the “"Redemption Price”"). The Rights may be redeemed only until the earlier to occur of (i) the Close of Business, on the calendar day after the Stock Acquisition Date, or (ii) the Close of Business on the Final Expiration Date. (b) Immediately upon the action of the Board directing the Company to make of Directors ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give prompt written notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, unless such notice is mailed together acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 or in connection with such payment. In the case purchase of a redemption permitted under Section 22(a), Common Stock prior to the Distribution Date. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of pay the Redemption Price to each registered holder in cash, Common Stock (based on the Fair Market Value of the Rights at each such holder’s last address Common Stock as it appears on the registry books of the Rights Agent ortime of redemption), prior to or any other form of consideration considered appropriate by the Board of Directors. (d) For a period of 180 days from the date of the Distribution Date, on the registry books right to redeem the Rights set forth in this Section 23 shall only be exercisable by the Board of Directors if a majority of the transfer agent directors who are members of such Board held such office for at least six months prior to the beginning of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyperiod.

Redemption. (a) The Board mayThis Warrant may be redeemed by the Company, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but upon not less than all of 30 days' prior written notice to the then outstanding Rights Registered Holder, at a the redemption price of $0.001 0.01 per Right share for every share of Common Stock purchasable upon exercise hereof at the time of such redemption ("Redemption Price"), if the total amount paid last sale price of a share of Common Stock has been equal to any holder or greater than 150% of Rights the then Exercise Price on each of the 10 consecutive trading days ending on the third day prior to the day on which notice of redemption is given to the Registered Holder; provided, however, that this Warrant may be rounded redeemed only if, on the date on which notice is given and at all times up to the nearest $0.01)subsequent date fixed for redemption, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing this Warrant is exercisable into shares of Common Stock registered for resale under the manner of redemption of the Rights (with prompt written notice thereof Securities Act pursuant to the Rights Agent) an effective and current registration statement, and (ii) mailing payment of the Redemption Price Common Stock subject to each registered holder of this Warrant is then listed on a national securities exchange, the Rights at each such holder’s last address as it appears Nasdaq National Market or the Nasdaq SmallCap Market or quoted on the registry books NASD OTC Bulletin Board or similar electronic trading facility. For purposes of this Section 3, "last sale price" shall mean (i) if the Rights Agent or, prior to the Distribution Date, Common Stock is listed on a national securities exchange or quoted on the registry books of Nasdaq National Market or Nasdaq SmallCap Market, the transfer agent last sale price of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action Stock in the principal trading market for the Common Stock as reported by the Companyexchange or Nasdaq, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market or Nasdaq SmallCap Market or the NASD OTC Bulletin Board, but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the National Quotation Bureau, Incorporated or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith. This Warrant may not be redeemed unless each and every condition set forth in this Section 3 is satisfied. On and after the date of redemption the holder shall have only the right to receive $0.01 per share of Common Stock purchasable upon exercise hereof at the time of such redemption.

Redemption. (a) The Board Company may, at its option, at any time prior to but only by the earlier vote of (x) a majority of the Close Board of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shallDirectors then in office, redeem all but not less than all of the then outstanding Rights Rights, at any time prior to the earlier of: (i) the date on which any Person becomes an Acquiring Person, and (ii) the Final Expiration Date, at a redemption price of $0.001 per Right Right, subject to adjustments as provided in subsection (c) below (the total amount paid to any holder of "Redemption Price"). Notwithstanding anything contained in this Rights to be rounded up Agreement to the nearest $0.01)contrary, as such amount may the Rights shall not be appropriately adjusted exercisable pursuant to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by Section 11(a)(ii) hereof prior to the Company occurring after expiration of the date (such Company's right of redemption price being hereinafter referred to as the “Redemption Price”)hereunder. (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without Without any further action and without any notice, the right to exercise the Rights will terminate effective at the effective time of the action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within ten (10) days after the effective time of the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. At the option of the Board of Directors, unless the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares of Preferred Stock or Common Stock, in each case having a Fair Market Value equal to such notice is mailed together with such cash payment. . (c) In the case event the Company shall at any time after the date of this Rights Agreement (A) pay any dividend on the Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a redemption permitted under Section 22(a)greater number of shares, or (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock, then, and in each such event, the Company mayRedemption Price shall be appropriately adjusted; provided, at its optionhowever, discharge all of its obligations with respect that such adjustment to the Rights by (i) issuing a press release announcing Redemption Price shall be made only if the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment amount of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action reduced or increased by the Companyat least $0.001 per Right.

Redemption. (a) The Board of Directors may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend declared or paid on the Common Shares in Common Shares or any subdivision or combination of the outstanding Common Shares or similar transaction effected by the Company event occurring after the date of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the “"Redemption Price”"). The Rights may be redeemed only until the earlier to occur of (i) 5:00 P.M., Cleveland, Ohio time, on the calendar day after the Share Acquisition Date or (ii) the Final Expiration Date. (b) Immediately upon the action of the Board directing the Company to make of Directors ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockShares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, unless such notice is mailed together acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 or in connection with such payment. In the case purchase of a redemption permitted under Section 22(a), Common Shares prior to the Distribution Date. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of pay the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears in cash, Common Shares (based on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Fair Market Value of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without Shares as of the time of redemption) or any further action other form of consideration considered appropriate by the CompanyBoard of Directors.

Redemption. Provided such Units have been held for three (a3) full months, a Limited Partner (or any assignee thereof) may withdraw all or part of his capital contribution and undistributed profits, if any, from the Partnership in multiples of the Net Asset Value of a Unit of Limited Partnership Interest (such withdrawal being herein referred to as “redemption”) as of the last day of a month (the “Redemption Date”) after a request for redemption has been made to the General Partner; provided that all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them. As used herein, “request for redemption” shall mean a written or oral request in a form specified by the General Partner and received by the General Partner at least 10 days in advance of the Redemption Date. The Board General Partner, in its discretion, may waive the 10 day notice requirement. A form of Request for Redemption is included in the Memorandum referred to in Paragraph 12. Additional forms of Request for Redemption may be obtained by written request to the General Partner. Redemption of partial Units of Limited Partnership Interest will be permitted at the General Partner’s discretion. Upon redemption, a Limited Partner (or any assignee thereof) shall receive, per Unit of Limited Partnership Interest redeemed, an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest as of the Redemption Date, less any amount owing by such Partner (and his assignee, if any) to the Partnership. If redemption is requested by an assignee, all amounts owed by the Partner to whom such Unit of Limited Partnership Interest was sold by the Partnership as well as all amounts owed by all assignees of such Unit of Limited Partnership Interest shall be deducted from the Net Asset Value of such Unit of Limited Partnership Interest upon redemption by any assignee. Payment will be made within 10 business days after the Redemption Date. The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner and may permit less frequent redemptions if it has received an opinion from counsel that such action is advisable to prevent the Partnership from being considered a publicly traded partnership by the Internal Revenue Service. The General Partner may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, sole discretion and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and Limited Partners, declare a special Redemption Date on which date Limited Partners may redeem their Units of Limited Partnership Interest at Net Asset Value per Unit of Limited Partnership Interest, provided that the Limited Partners submit requests for redemption in a form acceptable to each such holders at such holder’s last address as it appears upon the registry books General Partner. The General Partner may require that any Limited Partner redeem his Units of Limited Partnership Interest on 10 days’ notice to the Limited Partner if, in the sole discretion of the Rights AgentGeneral Partner, or, prior to it is in the Distribution Date, on the registry books best interests of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each Partnership to require such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyredemption.

Redemption. (a) The Board mayCompany, at its option, may redeem, in whole at any time prior or in part from time to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Datetime, the Close of Business on Series A Preferred Stock at the Record Datetime outstanding, upon notice given as provided in Section 4(c) or (y) the Close of Business on the Final Expiration Datebelow, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price equal to $1,000 per share of $0.001 per Right Series A Preferred Stock, together with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount in respect of any dividends that have not been declared prior to such date). The redemption price for the total amount Series A Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Company or its agent. If the redemption date occurs subsequent to the Dividend Record Date for a Dividend Period, any declared but unpaid dividends payable on such redemption date shall not be paid to any the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of Rights to be rounded up record of the redeemed shares on such Dividend Record Date relating to the nearest $0.01), Dividend Payment Date as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)provided in Section 3. (b) Immediately upon the action Notice of the Board directing the Company redemption shall be given to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights record of the Series A Preferred Stock in accordance with Section 13(a) hereof. Such mailing shall be not less than 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the above, in the case of redemption concurrent with a Conversion in which the holders have elected not to receive convert the Redemption Price for each Right so held. Promptly after Optional Election Shares, such notice shall be given not later than the action date of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption underwriting agreement with respect to the Rights Agent and each underwritten public offering giving rise to such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockConversion. Any notice which is mailed delivered as provided in the manner herein provided Section 13(a) shall be deemed conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure to duly give such notice, or any defect in such notice or in the noticemailing thereof, to any holder of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other Series A Preferred Stock. Each such notice given to a holder shall state: (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares of the Series A Preferred Stock held by such holder are to be redeemed, the number of such shares of Series A Preferred Stock to be redeemed from such holder; (iii) the redemption will state price; and (iv) the method by which place or places where holders may surrender certificates evidencing the shares of Series A Preferred Stock for payment of the Redemption Price will be made, unless such redemption price. (c) If notice is mailed together with such payment. In of redemption has been duly given and if on or before the case of a redemption permitted under Section 22(a), date specified in the notice all funds necessary for the redemption have been set aside by the Company mayfor the benefit of the holders of the Series A Preferred Stock called for the redemption, at its optionthen on and after the redemption date dividends shall cease to accrue on such shares of Series A Preferred Stock so called for redemption, discharge all such shares of its obligations Series A Preferred Stock so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares of Series A Preferred Stock shall forthwith on such redemption date cease and terminate, except only the Rights by right of the holders thereof to receive the amount payable on such redemption, without interest. (id) issuing a press release announcing the manner In case of any redemption of only part of the Rights (with prompt written notice thereof Series A Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board may determine to be fair and equitable. Subject to the Rights Agent) provisions hereof, the Board shall have full power and (ii) mailing payment authority to prescribe the terms and conditions upon which the Series A Preferred Stock shall be redeemed from time to time. In case fewer than all the shares of Series A Preferred Stock represented by any certificate are redeemed, a new certificate shall be issued representing the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior unredeemed shares without cost to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyholder thereof.

Redemption. (a) The Board mayCompany may at its option (subject to the other provisions of this Section 6) prepay all or part of the principal amount of this Class 3 Note, at its option, at any time prior a price equal to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all principal amount of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights Note to be rounded up prepaid plus accrued interest thereon to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)of prepayment. (b) Immediately upon the action The aggregate amount of each prepayment of the Board directing principal amount of affected Class 3 Notes shall be allocated among all affected Class 3 Notes, in proportion, as nearly as practicable, to the respective unpaid principal amounts of such Class 3 Notes. (c) The right of the Company to make prepay Class 3 Notes pursuant to this Section 6 shall be conditioned upon its giving notice of prepayment, signed by an officer, to the redemption holders of Class 3 Notes not less than thirty (30) days and not more than sixty (60) days prior to the date upon which the prepayment is to be made specifying (i) the registered holder of each Class 3 Note to be prepaid, (ii) the aggregate principal amount being prepaid, (iii) the date of such prepayment (which must be a Business Day), (iv) the accrued and unpaid interest (to but not including the date upon which the prepayment is to be made) and (v) that the prepayment of Class 3 Notes is being made pursuant to this Section 6. Notice of prepayment having been so given, the aggregate principal amount of the RightsClass 3 Notes so specified in such notice, evidence and all accrued and unpaid interest thereon, shall become due and payable on the specified prepayment date, but the right to convert any or all of which the affected Class 3 Notes to Common Stock shall terminate at the close of business on the second business day prior to the date of such prepayment. (d) The right of the Company to prepay Class 3 Notes pursuant to this Section 6 shall be further conditioned upon either of the following being met: (i) fourteen months shall have elapsed from the Closing Date for each Class 3 Note affected, the Common Stock of the Company shall have been filed with trading at an average Market Price of the Rights Agent, and without any further action and without any notice, greater of $1 per share or 125% of the right conversion price for the Class 3 Notes being called for the four months prior to exercise the Rights will terminate specified prepayment date and the only right thereafter Common Stock receivable by the Class 3 Purchasers upon conversion of their Class 3 Notes having been eligible for public market sale, whether through registration or an exemption therefrom, for at least four months prior to the holders specified prepayment date; or (ii) the common stock of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder have been trading at an average Market Price of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books greater of $1 per share or 200% of the Rights Agent, or, conversion price for the Class 3 Notes being called for the four month prior to the Distribution Date, on the registry books of the transfer agent for specified prepayment date and the Common Stock. Any notice which is mailed in Stock receivable by the manner herein provided shall be deemed givenClass 3 Purchasers upon conversion of their Class 3 Notes having been eligible for public market sale, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be madethrough registration, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, for at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, least four months prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyspecified prepayment date.

Redemption. (a) The Board mayCompany shall have the right to redeem the Securities, at its option, at any time prior to in accordance with the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than schedule: i. If all of the then outstanding Rights at a redemption price of $0.001 per Right Securities are redeemed within ninety (90) calendar days from the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the issuance date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rightsthereof, the Company shall give have the right to redeem the Securities upon five (5) business days’ of written notice of such redemption at a price equal to the Rights Agent and each such holder product of one hundred fifteen percent (115%) multiplied by the sum of the then outstanding Rights by mailing such notice Stated Value together with any accrued but unpaid dividends and all other amounts due pursuant to this Agreement and the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books Certificate of Designation; ii. If all of the Rights Agent, or, prior to Securities are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a)issuance date thereof, the Company mayshall have the right to redeem the Securities upon five (5) business days of written notice at a price equal to the product of one hundred twenty percent (120%) multiplied by the sum of the outstanding Stated Value together with any accrued but unpaid dividends and all other amounts due pursuant to this Agreement and the Certificate of Designation; and iii. If all of the Securities are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Securities upon five (5) business days of written notice at a price equal to the product of one hundred twenty five percent (125%) multiplied by the sum of the outstanding Stated Value together with any accrued but unpaid dividends and all other amounts due pursuant to this Agreement and the Certificate of Designation. iv. The Company shall honor all conversions of Preferred Stock until the receipt by the Purchaser of the applicable redemption amounts set forth in this Section 4.10. The Company shall redeem any outstanding Preferred Stock on the one year anniversary of the date of issuance of such Preferred Stock, at its option, discharge all of its obligations with respect a price equal to the Rights product of one hundred percent (100%) multiplied by (i) issuing a press release announcing the manner of redemption sum of the Rights (outstanding Stated Value together with prompt written notice thereof any accrued but unpaid dividends and all other amounts due pursuant to this Agreement and the Rights Agent) and (ii) mailing payment Certificate of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyDesignation.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock splitdividend declared or paid, reverse stock split, stock dividend, reclassification any subdivision or similar transaction effected by combination of the outstanding shares of Common Stock or Class B Common Stock of the Company or any similar event occurring after the date of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the “Redemption Price”). The Rights may be redeemed only until the earlier to occur of (i) the time at which any Person becomes an Acquiring Person or (ii) the Final Expiration Date. (b) Immediately upon the action of the Board directing of Directors of the Company to make ordering the redemption of the Rights, evidence of which shall have been filed Rights in accordance with the Rights AgentSection 23 hereof, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors of the Company to make such ordering the redemption of the RightsRights in accordance with Section 23 hereof, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockStock and Class B Common Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, unless such notice is mailed together acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with such payment. In the case purchase or other acquisition of a redemption permitted under Section 22(ashares of Common Stock or Class B Common Stock of the Company prior to the Distribution Date (including, without limitation, upon conversion of shares of Class B Common Stock into shares of Common Stock), the . (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of pay the Redemption Price to each registered holder in cash, shares of Common Stock or Class B Common Stock of the Rights at each such holder’s last address as it appears Company (based on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Fair Market Value of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without Stock or Class B Common Stock of the Company as of the time of redemption) or any further action other form of consideration deemed appropriate by the Board of Directors of the Company.

Redemption. (aA) The Board mayCorporation, at its option, may redeem shares ---------- of the Class 1 Series A Junior Participating Preferred Stock in whole at any time and in part from time to time, at a redemption price equal to the Adjustment Number times the current per share market price (as such term is hereinafter defined) of the Common Stock on the date of the mailing of the notice of redemption, together with unpaid accumulated dividends to the date of such redemption. The "current per share market price" on any date shall be deemed to be the average of the closing price per share of such Common Stock for the ten (10) consecutive Trading Days (as such term is hereinafter defined)immediately prior to such date; provided, however, that in the event -------- ------- that the current per share market price of the Common Stock is determined during a period following the announcement of (A) a dividend or distribution on the Common Stock other than a regular quarterly cash dividend or (B) any subdivision, combination or reclassification of such Common Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the earlier commencement of (x) such ten Trading Day period, then, and in each such case, the Close current per share market price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sales price, regular way, or, in case no such sale takes place on such day, the average of Business the closing bid and asked prices, regular way, in either case as reported in the principal transaction reporting system with respect to securities listed or admitted to trading on the tenth (10th) calendar day after the New York Stock Acquisition Date (Exchange, or, if the tenth (10th) calendar day following the Common Stock Acquisition Date occurs before the Record Date, the Close of Business is not listed or admitted to trading on the Record Date) or (y) the Close of Business New York Stock Exchange, on the Final Expiration Date, direct principal national securities exchange on which the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid Common Stock is listed or admitted to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agenttrading, or, prior to the Distribution Date, on the registry books of the transfer agent for if the Common Stock. Any notice which Stock is mailed in not listed or admitted to trading on any national securities exchange but sales price information is reported for such security, as reported by the manner herein provided shall be deemed givenNational Association of Securities Dealers, whether Inc. Automated Quotations System ("NASDAQ") or not such other self-regulatory organization or registered securities information processor (as such terms are used under the holder receives the notice. Each such notice Securities Exchange Act of redemption will state the method by which the payment of the Redemption Price will be made1934, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (ias amended) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of that then reports information concerning the Common Stock, or, if sales price information is not so reported, the average of the high bid and upon low asked prices in the over-the-counter market on such actionday, all outstanding Right Certificates as reported by NASDAQ or such other entity, or, if on any such date the Common Stock is not quoted by any such entity, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Corporation. If on any such date no such market maker is making a market in the Common Stock, the fair value of the Common Stock on such date as determined in good faith by the Board of Directors of the Corporation shall be null and void without used. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business, or, if the Common Stock is not listed or admitted to trading on any further action national securities exchange but is quoted by NASDAQ, a day on which NASDAQ reports trades, or, if the CompanyCommon Stock is not so quoted, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of New York are not authorized or obligated by law or executive order to close.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (xi) the Close close of Business business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if or such later date as the tenth Board may determine prior to such time as the Rights are not redeemable) and (10thii) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after a Person has become an Acquiring Person until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the action of the Board directing the Company electing to make the redemption of the Rights, evidence of which shall have been filed with redeem the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the The Company shall promptly thereafter give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), Neither the Company may, at its option, discharge all nor any of its obligations Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in Section 23 or 24, and other than in connection with respect to the Rights by (i) issuing a press release announcing the manner of purchase, acquisition or redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment shares of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, Common Stock prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. A Limited Partner (aor any assignee thereof) may withdraw all or part of his capital contribution and undistributed profits, if any, from the Partnership in multiples of the Net Asset Value per Unit of a Class of Limited Partnership Interest (such withdrawal being herein referred to as “redemption”) as of the last day of a month (the “Redemption Date”) after a request for redemption has been made to the General Partner; provided that all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them. As used herein, “request for redemption” shall mean a written or oral request in a form specified by the General Partner and received by the General Partner at least three business days in advance of the Redemption Date, or such other notice period as the General Partner shall determine. The Board General Partner, in its discretion, may waive the three business day notice requirement. Redemption of partial Units of Limited Partnership Interest will be permitted at the General Partner’s discretion. No redemption of less than all of a Limited Partner’s Units of Limited Partnership Interest will be permitted if, after giving effect to such redemption, the Limited Partner would own fewer than three (3) Units of Limited Partnership Interest. The General Partner may waive the three (3) unit minimum ownership requirement in its sole discretion. Upon redemption, a Limited Partner (or any assignee thereof) shall receive, per Unit of Limited Partnership Interest redeemed, an amount equal to the Net Asset Value per Unit of Limited Partnership Interest for such Class as of the Redemption Date, less any amount owing by such Partner (and his assignee, if any) to the Partnership. If redemption is requested by an assignee, all amounts owed by the Partner to whom such Unit of Limited Partnership Interest was sold by the Partnership as well as all amounts owed by all assignees of such Unit of Limited Partnership Interest shall be deducted from the Net Asset Value per Unit of Limited Partnership Interest for such Class upon redemption by any assignee. Payment will be made within 10 business days after the Redemption Date. The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner and may permit less frequent redemptions if it has received an opinion from counsel that such action is advisable to prevent the Partnership from being considered a publicly traded partnership by the Internal Revenue Service. The General Partner may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, sole discretion and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and Limited Partners, declare a special Redemption Date on which date Limited Partners may redeem their Units of Limited Partnership Interest at Net Asset Value per Unit of such Class, provided that the Limited Partners submit requests for redemption in a form acceptable to each such holders at such holder’s last address as it appears upon the registry books General Partner . The General Partner may require that any Limited Partner redeem his Units of Limited Partnership Interest on 10 days’ notice to the Limited Partner if, in the sole discretion of the Rights AgentGeneral Partner, or, prior to it is in the Distribution Date, on the registry books best interests of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each Partnership to require such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyredemption.

Redemption. A Limited Partner (aor any assignee thereof) may withdraw all or part of his capital contribution and undistributed profits, if any, from the Partnership in multiples of the Net Asset Value per Unit of a Class of Limited Partnership Interest (such withdrawal being herein referred to as “redemption”) as of the last day of a month (the “Redemption Date”) after a request for redemption has been made to the General Partner; provided that all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them. If a Limited Partner redeems less than its entire capital contribution and, after the redemption, the amount of such Limited Partner’s aggregate capital contributions is less than the Class D Account Minimum, any Class D Units of Limited Partnership Interest held by such Limited Partner shall be converted to Class A Units of Limited Partnership Interest as described in Section 10(d) below. As used herein, “request for redemption” shall mean a written or oral request in a form specified by the General Partner and received by the General Partner at least three business days in advance of the Redemption Date, or such other notice period as the General Partner shall determine. The Board General Partner, in its discretion, may waive the three business day notice requirement. Redemption of partial Units of Limited Partnership Interest will be permitted at the General Partner’s discretion. Upon redemption, a Limited Partner (or any assignee thereof) shall receive, per Unit of Limited Partnership Interest redeemed, an amount equal to the Net Asset Value per Unit of Limited Partnership Interest for such Class as of the Redemption Date, less any amount owing by such Partner (and his assignee, if any) to the Partnership. If redemption is requested by an assignee, all amounts owed by the Partner to whom such Unit of Limited Partnership Interest was sold by the Partnership as well as all amounts owed by all assignees of such Unit of Limited Partnership Interest shall be deducted from the Net Asset Value per Unit of Limited Partnership Interest for such Class upon redemption by any assignee. Payment will be made within 10 business days after the Redemption Date. The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner, and may, in its discretion, in a particular case, permit redemptions before the end of any applicable holding period, partial redemptions, or at times other than month-end. Limited Partners who have submitted redemption requests will be notified in writing within 10 days after the requested Redemption Date if the redemption request will not be honored. The General Partner may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, sole discretion and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and Limited Partners, declare a special Redemption Date on which date Limited Partners may redeem their Units of Limited Partnership Interest at Net Asset Value per Unit of such Class, provided that the Limited Partners submit requests for redemption in a form acceptable to each such holders at such holder’s last address as it appears upon the registry books General Partner. The General Partner may require that any Limited Partner redeem his Units of Limited Partnership Interest on 10 days’ notice to the Limited Partner if, in the sole discretion of the Rights AgentGeneral Partner, or, prior to it is in the Distribution Date, on the registry books best interests of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each Partnership to require such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyredemption.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (xi) the Close close of Business business on the tenth (10th) calendar day after Business Day following the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) or and (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the action of the Board directing the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such each holder’s 's last address as it appears upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. . (c) In the case event of a redemption permitted under Section 22(a)of the Rights in accordance with this Agreement, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (in accordance with prompt written notice thereof to the Rights Agent) this Agreement and (ii) mailing payment of the Redemption Price to each the registered holder holders of the Rights at each such holder’s their last address addresses as it appears they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption. (a1) The Board may, at its option, at Unless otherwise determined by the Directors in relation to any time particular Sterling Preference Stock prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Dateallotment thereof, the Close of Business on Sterling Preference Stock shall be redeemable at the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all option of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such paymentBank. In the case of any particular Sterling Preference Stock which is to be so redeemable: (a) such stock shall be redeemable at par together with the sum which would have been payable pursuant to paragraph (C) of this Bye-Law (other than sub-paragraph (C)(2)(b)) if the date fixed for redemption had been the date of a redemption permitted under Section 22(a)return of capital on a winding up of the Bank; (b) such stock shall be redeemable during such period as the Directors shall prior to the allotment thereof determine, commencing with the first date on which a dividend is payable on such stock or with such later date as the Directors shall prior to allotment thereof determine; and (c) prior to allotment of such stock, the Company may, at its option, discharge all of its obligations with respect to Directors shall determine whether the Rights by Bank may redeem (i) issuing a press release announcing the manner all (but not merely some) of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and such stock or (ii) mailing all or any of such stock and the basis on which any necessary selection of such stock for redemption is to be made from time to time. (2) The provisions of this sub-paragraph (2) shall apply in relation to any Sterling Preference Stock that is to be redeemed and that on the date fixed for redemption is in certificated form. The Bank shall give to the holders of the Sterling Preference Stock to be redeemed not less than 30 days and not more than 60 days notice in writing of the date on which such redemption is to be effected. Such notice shall specify the redemption date and the place at which the certificates for such Sterling Preference Stock are to be presented for redemption and upon such date each of such holders shall be bound to deliver to the Bank at such place the certificates for such Sterling Preference Stock as are held by him. Upon such delivery, the Bank shall pay to such holder the amount due to him in respect of such redemption and shall cancel the certificates so delivered. If any such certificate includes any Sterling Preference Stock not redeemable on that occasion, a fresh certificate for such stock shall be issued to the holder without charge upon cancellation of the existing certificate. (3) As from the date fixed for redemption, no Preference Dividend shall be payable on the Sterling Preference Stock to be redeemed except on any such stock in respect of which, upon either due presentation of the certificate relating thereto, or, if the Sterling Preference Stock was in uncertificated form on the date fixed for redemption the procedures for redemption as referred to in sub-paragraph (4) below, having been effected, payment of the Redemption Price moneys due at such redemption shall be improperly refused, in which event, the Preference Dividend shall continue to each registered accrue on and from the date fixed for redemption down to, but not including, the date of payment of such redemption moneys. (4) The provisions of this sub-paragraph (4) shall apply in relation to any Sterling Preference Stock that is to be redeemed and that, on the date fixed for redemption, is in uncertificated form. The Bank shall give to the holders of such Sterling Preference Stock not less than 30 days and not more than 60 days notice in writing of the date on which such redemption is to be effected. Such notice shall specify the redemption date and the Directors shall be entitled, in their absolute discretion, to determine the procedures for the redemption of such Sterling Preference Stock held in uncertificated form on the relevant redemption date (subject always to the facilities and requirements of the relevant system concerned). Upon being satisfied that such procedures have been effected, the Bank shall pay to the holders of the Sterling Preference Stock concerned the amount due in respect of such redemption of such Sterling Preference Stock. (5) Without prejudice to the generality of sub-paragraph (4) above: (a) the procedures for the redemption of any Sterling Preference Stock may involve or include the sending by the Bank or by any person on its behalf, of an issuer-instruction to the operator of the relevant system concerned requesting or requiring the deletion of any computer-based entries in the relevant system concerned that relate to the holding of the Sterling Preference Stock concerned; and/or (b) the Bank may, if the Directors so determine, (by notice in writing to the holder concerned, which notice may be included in the notice of redemption concerned) require the holder of the Rights at each such holder’s last address as it appears on Sterling Preference Stock concerned to change the registry books form of the Rights Agent or, Sterling Preference Stock from uncertificated form to certificated form prior to the Distribution Date, date fixed for redemption (in which case the provisions in this Bye-Law relating to the redemption of Sterling Preference Stock held in certificated form shall apply). Whether any Sterling Preference Stock to be redeemed is in certificated form or uncertificated form on the registry books relevant date fixed for redemption shall be determined by reference to the Register as at 12.00 noon on such date or such other time as the Directors, may (subject to the facilities and requirements of the transfer agent relevant system concerned) in their absolute discretion determine. (6) The receipt of the Common Stockregistered holder for the time being of any Sterling Preference Stock or, and upon such actionin the case of joint registered holders, all outstanding Right Certificates the receipt of any of them for the moneys payable on redemption thereof, shall be null and void without constitute an absolute discharge to the Bank in respect thereof. (7) Upon the redemption of any further action Sterling Preference Stock the Directors may (pursuant to the authority given by the Companypassing of the resolution to adopt this Bye-Law) consolidate and divide and/or sub-divide the authorised preference stock existing as a consequence of such redemption into stock of any other class of capital stock into which the authorised capital stock of the Bank is or may at that time be divided of a like nominal amount (as nearly as may be) and in the same currency as the Sterling Preference Stock so redeemed or into unclassified stock of the same nominal amount and in the same currency as the Sterling Preference Stock so redeemed.

Redemption. (ai) The Board may6 1/8% Series Class A Preferred Stock shall not be redeemable prior to July 1, at its option2009. On or after that date, subject to the notice provisions set forth in subparagraph (ii) below and subject to any further limitations which may be imposed by the Charter or by law, the corporation may redeem the 6 1/8% Series Class A Preferred Stock, in whole or in part, at any time prior or from time to time, out of funds legally available therefor, at a redemption price equal to $25 per share plus an amount equal to the earlier amount of the accrued and unpaid dividend (xwhether or not declared) from the Close Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of Business unpaid dividends on the tenth (10th) calendar day after the 6 1/8% Series Class A Preferred Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not for prior dividend periods. If less than all of the then outstanding Rights at a shares of 6 1/8% Series Class A Preferred Stock are to be redeemed, the corporation will select the shares to be redeemed from the outstanding shares not previously called for redemption price by lot or pro rata (as nearly as possible) or by any other method that the Board of $0.001 per Right Directors in its sole discretion deems equitable. (ii) In the total amount paid event the corporation shall determine to redeem any or all of the 6 1/8% Series Class A Preferred Stock as aforesaid, the corporation will give notice of any such redemption to holders of record of the 6 1/8% Series Class A Preferred Stock not more than 60 nor less than 30 days prior to the date fixed by the Board of Directors for such redemption. Failure to give notice to any holder of Rights record of the 6 1/8% Series Class A Preferred Stock shall not affect the validity of the proceedings for the redemption of shares of any other holder of record of the 6 1/8% Series Class A Preferred Stock being redeemed. (iii) Notice having been given as herein provided, from and after the redemption date, dividends on the 6 1/8% Series Class A Preferred Stock called for redemption shall cease to accrue and such 6 1/8% Series Class A Preferred Stock called for redemption will no longer be rounded up deemed outstanding, and all rights of the holders thereof, other than the right to receive the nearest redemption price as herein provided, will cease. (iv) Holders of the 6 1/8% Series Class A Preferred Stock will have no right to require redemption of any shares of the 6 1/8% Series Class A Preferred Stock. (v) Any shares of the 6 1/8% Series Class A Preferred Stock that are redeemed or retired shall thereafter have the status of authorized but unissued shares of Class A preferred stock of the corporation undesignated as to series, and may thereafter be reissued by the Board of Directors in the same manner as any other authorized and unissued shares of Class A preferred stock. (vi) If the corporation shall deposit on or prior to any date fixed for redemption of the 6 1/8% Series Class A Preferred Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least fifty million dollars ($0.0150,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such amount may be appropriately adjusted bank or trust company to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring pay on and after the date (fixed for redemption or such earlier date as the Board of Directors may determine, to the respective holders of such shares, the redemption price being hereinafter referred thereof, then from and after the date of such deposit (although prior to as the “Redemption Price”)date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the holders thereof shall cease to be stockholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest. (vii) In case the holder of any such 6 1/8% Series Class A Preferred Stock shall not, within six years after said deposit, claim the amount deposited as above stated for the redemption thereof, the bank or trust company shall upon demand pay over to the corporation such amounts so deposited and the bank or trust company shall thereupon be relieved from all responsibility to the holder thereof. No interest on such deposit shall be payable to any such holder. (viii) Nothing contained in this paragraph (b) Immediately upon the action shall limit any legal right of the Board directing the Company corporation to make the redemption purchase or otherwise acquire any shares of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common 6 1/8% Series Class A Preferred Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board Directors may, at its option, at any time prior to the earlier of (xi) the Close close of Business business on the tenth (10th) calendar day after Business Day following the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) ), or (yii) the Close of Business on the Final Expiration Date, direct the Company toand as provided herein, and if directed, the Company shall, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock splitcombination or subdivision of the outstanding Common Stock, reverse stock split, stock dividend, reclassification any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). (b) . Immediately upon the action of the Board directing of Directors of the Company electing to make the redemption of redeem the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any further notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldand such holders shall have no right to exercise the Rights. Promptly after the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement to the contrary, unless such notice is mailed together with such payment. In the case Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Company's right of redemption permitted under Section 22(a), the hereunder. The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of pay the Redemption Price to each registered holder in cash, shares of the Rights at each such holder’s last address as it appears Common Stock (based on the registry books of the Rights Agent orCurrent Market Price, prior to the Distribution Dateas defined in Section 11(d)(i) hereof, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without Stock at the time of redemption) or any further action other form of consideration deemed appropriate by the CompanyBoard of Directors.

Redemption. (a) The Board maySubject to the provision of paragraph 2(e) hereof, at its option, on not less than thirty (30) days' notice given at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Initial Warrant Exercise Date, the Close of Business on Warrants may be redeemed, at the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all option of the then outstanding Rights Company, at a redemption price of $0.001 0.05 per Right Warrant, provided the market price, as hereinafter defined, of the Common Stock, equals or exceeds $14.40 per share (the total amount paid "Class A Target Price"), subject to adjustment as set forth in Section 8(f) below. Market Price for the purpose of this Section 8 shall mean (i) the average closing bid price for any holder twenty (20) consecutive trading days within a period of Rights to be rounded up thirty (30) consecutive trading days ending within five (5) days prior to the nearest $0.01)date of the notice of redemption, which notice shall be mailed no later than five (5) days thereafter, of the Common Stock as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected reported by the Company occurring after National Association of Securities Dealers, Inc. Automatic Quotation System or OTC Bulletin Board, or(ii) the last reported sale price, for twenty (20) consecutive trading days within a period of thirty (30) consecutive trading days ending within five (5) days of the date of the notice of redemption, which notice shall be mailed no later than five (such redemption price being hereinafter referred to as 5) days thereafter, on the “Redemption Price”)primary exchange on which the Common Stock is traded, if the Common Stock is traded on a national securities exchange. (b) Immediately upon If the action conditions set forth in Section 8(a) are met, and the Company desires to exercise its right to redeem the Warrants, it shall mail a notice of redemption to each of the Board directing Registered Holders of the Company Warrants to make be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the Rightsdate fixed for redemption, evidence of which (iii) the place where the Warrant Certificates shall have been filed with be delivered and the Rights Agentredemption price paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (New York time) on the only right thereafter of business day immediately preceding the holders of Rights shall be to receive date fixed for redemption. The date fixed for the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsWarrant shall be the Redemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective and then only to the extent that the Registered Holder is prejudiced thereby. An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, Registered Holders of the Warrants shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price. (e) From and after the Redemption Date specified for, the Company shall give shall, at the place specified in the notice of such redemption redemption, upon presentation and surrender to the Rights Agent and Company by or on behalf of the Registered Holder thereof of one or more Warrant Certificates evidencing Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such Holder a sum in cash equal to the redemption price of each such holder of Warrant. From and after the then outstanding Rights by mailing such notice to the Rights Agent Redemption Date and to each such holders at such holder’s last address as it appears upon the registry books deposit or setting aside by the Company of a sum sufficient to redeem all the Rights AgentWarrants called for redemption, orsuch Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates, prior except the right to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the receive payment of the Redemption Price will be maderedemption price, unless such notice is mailed together with such payment. In shall cease. (f) If the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption shares of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment Company's Common Stock are subdivided or combined into a greater or smaller number of the Redemption Price to each registered holder shares of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates the Class A Target Price shall be null and void without any further action proportionally adjusted by the Companyratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption. (a) Commencing on the Initial Warrant Redemption Date, the Company may, on 30 days' prior written notice redeem all the Warrants (other than the Warrants underlying the Representative's Warrants, which shall not be redeemable except as set forth in the Representative's Warrant Agreement) at five cents ($.05) per Warrant, provided, however, that before any such call for redemption of Warrants can take place the closing sale price of the Common Stock as quoted on the principal market on which such shares shall then be trading, shall have, for each of the twenty (20) consecutive trading days ending on the tenth (10th) day prior to the date on which the notice contemplated by (b) and (c) below is given, equalled or exceeded $6.00 per share (subject to adjustment in the event of any stock splits or other similar events as provided in Section 8 hereof). (b) In case the Company shall exercise its right to redeem all of the Warrants so redeemable, it shall give or cause notice to such effect to be given to the Representative in the same manner that notice is required to be given by the Representative's Warrant Agreement. The Board Representative may, at its option, solicit exercises of the Warrants. In the event that the Representative does not commence solicitation of exercises of the Warrants within thirty (30) days of notice from the Company, the Company may give notice of redemption to the Registered Holders of the Warrants by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at any time their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than five business days prior to the earlier mailing to the Registered Holders of (x) the Close Warrants of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close notice of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directedredemption, the Company shallshall deliver or cause to be delivered to the Representative a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the redemption price, redeem all but not (ii) the date fixed for redemption, which shall in no event be less than all of the then outstanding Rights at a redemption price of $0.001 per Right thirty (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring 30) days after the date of mailing of such notice, (such iii) the place where the Warrant Certificate shall be delivered and the redemption price being hereinafter referred to as shall be paid, (iv) that the “Redemption Price”). (bRepresentative is the Company's warrant solicitation agent and may receive the commission contemplated by Section 4(b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agenthereof, and without any further action and without any notice, (v) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (New York time) on the only right thereafter of business day immediately preceding the holders of Rights shall be to receive date fixed for redemption. The date fixed for the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsWarrants shall be the Redemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record. (e) The Company shall indemnify the Representative and each person, if any, who controls the Representative within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from the registration statement or prospectus referred to in Section 5(b) hereof to the same extent and with the same effect (including the provisions regarding contribution) as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 7 of the Underwriting Agreement. (f) Five business days prior to the Redemption Date, the Company shall give notice of such redemption furnish to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by Representative (i) issuing a press release announcing the manner an opinion of redemption of the Rights (with prompt written notice thereof counsel to the Rights Agent) Company, dated such date and addressed to Representative, and (ii) mailing payment a "cold comfort" letter dated such date addressed to the Representative, signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (g) The Company shall as soon as practicable after the Redemption Date, and in any event within 15 months thereafter, make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, Date. (h) The Company shall deliver within five business days prior to the Distribution DateRedemption Date copies of all correspondence between the Commission and the Company, on its counsel or auditors and all memoranda relating to discussions with the registry books Commission or its staff with respect to such registration statement and permit the Representative to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the transfer agent NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Common Stock, Company with its officers and upon such actionindependent auditors, all outstanding Right Certificates to such reasonable extent and at such reasonable times and as often as the Representative shall be null and void without any further action by the Companyreasonably request.

Redemption. (a) The Board may, at its optionSubject to the provisions of Section 10(d), at any time prior or from time to time on or after the Initial Warrant Redemption Date and up to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Warrant Redemption Expiration Date, direct each Registered Holder may, at such Registered Holder's option, cause the Company toto redeem (a "Redemption"), and if directedout of funds legally available therefor, the Company shall, redeem all but not less than up to all of the then outstanding Rights at a redemption Warrants held by such Registered Holder. The price of $0.001 per Right (the total amount paid to any holder of Rights "Redemption Price") to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected paid by the Company occurring after for any Warrants redeemed by the date Company pursuant to this Section 10 shall be $3.25 per Warrant (such redemption price being hereinafter referred subject to as the “Redemption Price”equitable adjustment to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences). (b) Immediately Each Registered Holder of Warrants may exercise his right to have Warrants redeemed pursuant to this Section 10 by surrendering for such purpose to the Warrant Agent, at its Corporate Office, a Warrant Certificate or Certificates representing the Warrants to be redeemed, accompanied by a written notice stating that such Registered Holder elects to have redeemed all or a specified whole number of such Warrants in accordance with this Section 10 and, if less than the full number of Warrants evidenced by the surrendered Warrant Certificate or Certificates are being redeemed, specifying the name or names in which such Registered Holder wishes the Warrant Certificate or Certificates for the balance of such Warrants to be issued. In case such notice shall specify a name or names other than that of such Registered Holder, such notice shall be accompanied by payment of all transfer taxes and other charges payable upon the action issuance of Warrants in such other name or names. As promptly as practicable, and in any event within 30 days after the surrender of such Warrant Certificate or Certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes, the Company shall deliver or cause to be delivered to the Warrant Agent (i) the Redemption Price of the Board directing Warrants being so redeemed and (ii) if less than the Company full number of Warrants evidenced by the surrendered Warrant Certificate or Certificates are being redeemed, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by such surrendered Warrant Certificate or Certificates less the number of such Warrants redeemed. Such Redemption shall be deemed to make have been made at 5:00 p.m. (New York time) on the redemption date (the "Redemption Date") of giving of such notice and of such surrender of the RightsWarrant Certificate or Certificates representing the Warrants to be redeemed, evidence so that the rights of which the Registered Holder thereof shall have been filed with the Rights Agentcease after such time, and without any further action and without any notice, except for the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action in accordance herewith. (c) If on any Redemption Date, less than all of the Board directing Warrants requested to be redeemed by the Company to make such redemption Registered Holders thereof may be legally redeemed by the Company, the Redemption shall be effected in compliance with the requirements of the Rightsprincipal national securities exchange or over-the-counter market, if any, on which the Warrants are listed or, if the Warrants are not listed on a securities exchange or traded over-the-counter, pro rata among such Registered Holders based upon the respective Redemption Price which would otherwise be payable on or with respect to such Warrants if they were redeemed in full. (d) Notwithstanding any other provision of this Agreement, the Company shall give notice of such redemption to the Rights Agent and each such holder right of the then outstanding Rights by mailing Registered Holders to have the Warrants redeemed as provided herein shall expire on the Warrant Redemption Expiration Date. The Company will notify the Warrant Agent promptly following the occurrence of the Warrant Redemption Expiration Date and cause such notice to the Rights Agent and be sent by ordinary first-class mail to each such holders Registered Holder at such holder’s his last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, shall appear on the registry books of the transfer agent for the Common StockWarrant Agent. Any No failure to mail such notice which is mailed nor any defect therein or in the manner herein provided mailing thereof shall be deemed given, whether affect the validity thereof or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Warrant Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Expiration Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board Company may, at its option, at any time prior to but only by the earlier vote of (x) a majority of the Close Board of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shallDirectors, redeem all but not less than all of the then outstanding Rights Rights, at any time prior to the Close of Business on the earlier of (i) the tenth day following the Stock Acquisition Date or (ii) the Final Expiration Date, at a redemption price of $0.001 .01 per Right Right, subject to adjustments as provided in subsection (c) below (the total amount paid to any holder of Rights to be rounded up "Redemption Price"). Notwithstanding anything contained in this Agreement to the nearest $0.01)contrary, as such amount may the Rights shall not be appropriately adjusted exercisable pursuant to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by Section 11(a)(ii) prior to the Company occurring after expiration of the date (such Company's right of redemption price being hereinafter referred to as the “Redemption Price”)hereunder. (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without Without any further action and without any notice, the right to exercise the Rights will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the effective time of the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In At the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption option of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment Board of Directors, the Redemption Price may be paid in cash to each registered Rights holder or by the issuance of shares (and, at the Rights Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth of a share) of Preferred Stock or Common Stock having a Fair Market Value equal to such cash payment. (c) In the event the Company shall at each such holder’s last address as it appears any time after the date of this Agreement (A) pay any dividend on the registry books Common Stock in shares of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares or (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock, then, and upon in each such actionevent, all outstanding Right Certificates the Redemption Price shall be null and void without any further action by appropriately adjusted to reflect the Companyforegoing.

Redemption. (a) The Board mayCompany shall have the right to redeem the Exchangeable Debentures for cash, in whole or in part, (i) at its optionany time, if the Company determines it is necessary to redeem the Exchangeable Debentures in order to preserve Host REIT’s status as a real estate investment trust and (ii) at any time or from time to time, on or after April 20, 2012, in each case, upon the notice set forth in Section 1.04 of this Twenty-Third Supplemental Indenture at a Redemption Price equal to 100% of the principal amount of the Exchangeable Debentures to be redeemed plus unpaid interest (including Liquidated Damages, if any) accrued thereon to, but excluding, the Redemption Date; provided, however that if the Redemption Date falls after a Record Date and on or prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directedcorresponding interest payment date, the Company shallwill pay the full amount of accrued and unpaid interest, redeem all but not less than all if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the then outstanding Rights at a Holder surrendering its Exchangeable Debentures for redemption). In connection with any redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring pursuant to clause (i) in this Section 1.03(a), the Company shall provide the Trustee with an Officers’ Certificate evidencing that the Host REIT Board of Directors has, in good faith, made the determination that it is necessary to redeem the Exchangeable Debentures in order to preserve the Guarantor’s status as a real estate investment trust. If the Paying Agent holds money sufficient to pay the Redemption Price due on an Exchangeable Debenture on the Redemption Date, then, on and after the date (such redemption price being hereinafter referred Redemption Date, that Exchangeable Debenture will cease to as be outstanding and interest on that Exchangeable Debenture will cease to accrue, whether or not the “Holder effects a book-entry transfer of that Exchangeable Debenture or delivers that Exchangeable Debenture to the Paying Agent. Thereafter, all other rights of the Holder of that Exchangeable Debenture terminate, other than the right to receive the Redemption Price”)Price due on the Redemption Date. (b) Immediately upon The Company shall not redeem the action Exchangeable Debentures pursuant to Section 1.03(a) on any date if the principal amount of the Board directing Exchangeable Debentures has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights Exchangeable Debentures to be redeemed). (c) If less than all of the Exchangeable Debentures are to be redeemed, the Trustee shall select the Exchangeable Debentures to be redeemed (in principal amounts of $1,000 or multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary; provided, that if any Exchangeable Debenture selected for partial redemption is exchanged in part before termination of the right to exchange such Exchangeable Debenture pursuant to Article 6 with respect to the portion of the Exchangeable Debenture so selected, the exchanged portion of such Exchangeable Debenture shall be deemed (so far as may be) to be the portion selected for redemption. Exchangeable Debentures which have been exchanged during a selection of Exchangeable Debentures to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. (d) In the event of any redemption, the Company will not be required to: (i) issuing Issue or register the transfer or exchange of any Exchangeable Debenture during a press release announcing period beginning at 9:00 a.m., New York City time 15 days before any selection of Exchangeable Debentures to be redeemed and ending at 5:00 p.m., New York City time on the manner day of redemption mailing of the Rights (with prompt written relevant notice thereof to the Rights Agent) and of redemption, or (ii) mailing payment Register the transfer or exchange of any Exchangeable Debenture, or portion thereof, called for redemption, except the unredeemed portion of any Exchangeable Debenture being redeemed in part. (e) If the Company calls the Exchangeable Debentures for redemption, a Holder may exchange its Exchangeable Debentures only until 5:00 p.m., New York City time on the second Business Day immediately preceding the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on unless the registry books of Company fails to pay the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyRedemption Price.

Redemption. (a) The Board may, at its optionIf there is no Series A Preferred Stock outstanding, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close first anniversary of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Closing Date, on the registry books no fewer than sixty (60) days prior written notice to Registered Holders of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a)Class D Warrants being redeemed, the Company may, at its option, discharge all redeem the Class D Warrants at the Redemption Price, provided the Closing Bid Price exceeds 300% of its obligations with respect the Purchase Price per share of Common Stock subject to a Class D Warrant for at least 20 trading days in any 30 consecutive trading day period ending three days prior to the Rights by date of notice of redemption (which shall be the date of mailing of such notice). In addition, regardless of whether there is any Series A Preferred Stock outstanding at any time after the first anniversary of the Final Closing Date, on no fewer than sixty (60) days' prior written notice to Registered Holders of the Class D Warrants being redeemed, the Company may, at its option, redeem the Class D Warrants at the Redemption Price, provided the Closing Bid Price exceeds 600% of the Purchase Price per share of Common Stock subject to a Class D Warrant for at least 20 trading days in any 30 consecutive trading day period ending three days prior to the date of notice of redemption (which shall be the date of mailing of such notice). All outstanding Class D Warrants must be redeemed if any are redeemed. The date fixed for redemption of the Class D Warrants is referred to herein as the "Redemption Date." (b) If the conditions set forth in Subsection 8(a) are met, and the Company desires to exercise its right to redeem the Class D Warrants, it shall request the Warrant Agent to mail a notice of redemption to each of the Registered Holders of the Class D Warrants to be redeemed, first class, postage prepaid, not later than the sixtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained pursuant to Subsection 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The notice of redemption shall specify (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and Redemption Price, (ii) the Redemption Date, (iii) the place where the Warrant Certificates shall be delivered and the Redemption Price paid, (iv) that Paramount will assist each Registered Holder of a Class D Warrant and be entitled to a commission and reimbursement of costs in connection with the exercise thereof and (v) that the right to exercise the Class D Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Class D Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, Holders of the Class D Warrants shall have no further rights except to receive, upon surrender of the Class D Warrant, the Redemption Price. (e) From and after the Redemption Date, the Company shall, at the place specified in the notice of redemption, upon presentation and surrender to the Company by or on behalf of the Registered Holder thereof of one or more Warrant Certificates evidencing Class D Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such Holder a sum in cash equal to the Redemption Price of such Class D Warrants. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Class D Warrants called for redemption, such Class D Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates, except the right to receive payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent orPrice, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companycease.

Redemption. (a) The Board of Directors may, at its option, at any time prior to the earlier of (xi) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date and (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 .01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be "Redemption Price") appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date of this Agreement. The Company may, at its option, pay the Redemption Price in cash, shares (such redemption price being hereinafter referred to as including fractional shares) of Common Stock (based on the “Redemption Price”)Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon At the action time and date of effectiveness set forth in any resolution of the Board directing the Company to make of Directors ordering the redemption of the RightsRights (the "Redemption Date"), evidence of which shall have been filed with the Rights Agent, and without any further action and without any further notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price Price; provided, however, that such resolution of the Board of Directors may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for each Right so heldsuch termination by the Board of Directors. Promptly As soon as practicable after the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder to the holders of the then then-outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Dateissuance of Rights Certificates, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. In any case, unless failure to give such notice is mailed together with such paymentby mail, or any defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. In the case of a redemption permitted under this Section 22(a)23, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each the registered holder holders of the Rights at each such holder’s their last address addresses as it appears they appear on the registry books of the Rights Agent or, prior to the Distribution Dateissuance of the Rights Certificates, on the registry books of the transfer agent of for the Common Stock, and upon such action, all outstanding Right Rights Certificates shall be null and void without any further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than as specifically set forth in this Section 23, and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Distribution Date and the Expiration Date.

Redemption. (a) The Board may, at its option, at any time prior to during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (xi) the Close of Business on the tenth (10th) calendar day after Business Day following the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) ), or (yii) the Close of Business on the Final Expiration DateDate (the “Redemption Period”), direct cause the Company to, and if directed, the Company shall, to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the action of the Board directing the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly after the action of the Board directing ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board Company may, at its option, at any time prior to but only by the earlier vote of (x) a majority of the Close Board of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shallDirectors then in office, redeem all but not less than all of the then outstanding Rights Rights, at any time prior to the earlier of: (i) the date on which any Person becomes an Acquiring Person, and (ii) the Final Expiration Date, at a redemption price of $0.001 0.01 per Right Right, subject to adjustments as provided in subsection (c) below (the total amount paid to any holder of "Redemption Price"). Notwithstanding anything contained in this Rights to be rounded up Agreement to the nearest $0.01)contrary, as such amount may the Rights shall not be appropriately adjusted exercisable pursuant to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by Section 11(a)(ii) hereof prior to the Company occurring after expiration of the date (such Company's right of redemption price being hereinafter referred to as the “Redemption Price”)hereunder. (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without Without any further action and without any notice, the right to exercise the Rights will terminate effective at the effective time of the action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the effective time of the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. At the option of the Board of Directors, unless the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share of Preferred Stock) of Preferred Stock or Common Stock, in each case having a Fair Market Value equal to such notice is mailed together with such cash payment. . (c) In the case event the Company shall at any time after the date of this Rights Agreement (A) pay any dividend on the Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a redemption permitted under Section 22(a)greater number of shares, or (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock, then, and in each such event, the Company mayRedemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such event; provided, at its optionhowever, discharge all of its obligations with respect that in each case such adjustment to the Rights by (i) issuing a press release announcing Redemption Price shall be made only if the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment amount of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action reduced or increased by the Companyat least $0.01 per Right.

Redemption. (a) Commencing on the Initial Warrant Redemption Date, the Company may, on 30 days' prior written notice redeem all the Warrants, other than the Warrants underlying the Underwriter's Warrants which shall not be redeemable, at five cents ($.05) per Warrant, provided, however, that before any such call for redemption of Warrants can take place the closing sale price of the Common Stock as quoted on NASDAQ or if such shares are not trading on NASDAQ then on the principal market on which such shares shall then be trading, shall have, for each of the twenty (20) consecutive trading days ending on the tenth (10th) day prior to the date on which the notice contemplated by (b) and (c) below is given, equaled or exceeded $7.50 per share (subject to adjustment in the event of any stock splits or other similar events as provided in Section 8 hereof). (b) In case the Company shall exercise its right to redeem all of the Warrants so redeemable, it shall give or cause notice to such effect to be given to the Underwriter in the same manner that notice is required to be given by the Underwriter's Warrant Agreement. The Board Underwriter may, at its option, solicit exercises of the Warrants. In the event that the Underwriter does not commence solicitation of exercises of the Warrants within thirty (30) days of notice from the Company, the Company may give notice of redemption to the Registered Holders of the Warrants by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at any time their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than five business days prior to the earlier mailing to the Registered Holders of (x) the Close Warrants of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close notice of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directedredemption, the Company shallshall deliver or cause to be delivered to the Underwriter a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the redemption price, redeem all but not (ii) the date fixed for redemption, which shall in no event be less than all of the then outstanding Rights at a redemption price of $0.001 per Right thirty (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring 30) days after the date of mailing of such notice, (such iii) the place where the Warrant Certificate shall be delivered and the redemption price being hereinafter referred to as shall be paid, (iv) that the “Redemption Price”). (bUnderwriter is the Company's warrant solicitation agent and may receive the commission contemplated by Section 4(b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agenthereof, and without any further action and without any notice, (v) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (New York time) on the only right thereafter of business day immediately preceding the holders of Rights shall be to receive date fixed for redemption. The date fixed for the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsWarrants shall be the Redemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretar y of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record. (e) The Company shall indemnify the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from the registration statement or prospectus referred to in Section 5(b) hereof to the same extent and with the same effect (including the provisions regarding contribution) as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 7 of the Underwriting Agreement. (f) Five business days prior to the Redemption Date, the Company shall give notice of such redemption furnish to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by Underwriter (i) issuing a press release announcing the manner an opinion of redemption of the Rights (with prompt written notice thereof counsel to the Rights Agent) Company, dated such date and addressed to the Underwriter, and (ii) mailing payment a cold comfort letter dated such date addressed to the Underwriter, signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (g) The Company shall as soon as practicable after the Redemption Date, and in any event within 15 months thereafter, make generally available to its security holders (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, Date. (h) The Company shall deliver within five business days prior to the Distribution DateRedemption Date copies of all correspondence between the Commission and the Company, on its counsel or auditors and all memoranda relating to discussions with the registry books Commission or its staff with respect to such registration statement and permit the Underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the transfer agent NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Common Stock, Company with its officers and upon such actionindependent auditors, all outstanding Right Certificates to such reasonable extent and at such reasonable times and as often as the Underwriter shall be null and void without any further action by the Companyreasonably request.

Redemption. (a) The Board may, at its option, at 4.1 At any time prior after the date of this Agreement the Company may redeem and cancel all, and not less than all, the unexercised rights to purchase Warrant Shares evidenced by the earlier Warrant for an aggregate redemption price (the "REDEMPTION PRICE") of $.001 multiplied by the number of Warrant Shares then issuable under the Warrant, provided, however, that before any such call for redemption of the Warrant can take place the (xi) high closing bid price for the Common Stock in the over-the-counter market as reported by the NASD Automated Quotation System or (ii) the Close of Business closing sale price on the tenth (10th) calendar day after primary exchange on which the Common Stock Acquisition Date (oris traded, if the tenth Common Stock is traded on a national securities exchange, shall have for fifteen (10th15) calendar day following consecutive trading days subsequent to the Stock Acquisition Date occurs before date of this agreement equaled or exceeded 110% of the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct Exercise Price. 4.2 In case the Company toshall exercise its right to redeem all, and if directed, the Company shall, redeem all but not less than all all, the unexercised rights to purchase Warrant Shares evidenced by the Warrant, it shall give or cause to be given notice to the Holder by mailing to the Holder a notice of redemption, first class, postage prepaid, to the address of the then outstanding Rights at a Holder set forth in Section 10.2 below, within twenty (20) calendar days of the aforementioned fifteen (15) consecutive trading days and not later than the thirtieth (30th) day before the date fixed for redemption. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Holder receives such notice. 4.3 The notice of redemption price of $0.001 per Right shall specify (i) the Redemption Price, (ii) the date fixed for redemption (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01"REDEMPTION DATE"), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date and (such redemption price being hereinafter referred to as the “Redemption Price”). (biii) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, that the right to exercise the Rights will Warrant shall terminate and at the only right thereafter close of the holders market upon which the Common Stock is then traded on the business day immediately preceding the date fixed for redemption. 4.4 Any right to exercise the Warrant shall terminate on close of Rights the market upon which the Common Stock is then traded on the business day immediately preceding the Redemption Date. The Redemption Price payable to the Holder shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption mailed to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, Holder at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyset forth in Section 10.2 below.

Redemption. (a) 9.1 The Board mayshare of Class Pilot MEC Preferred Stock shall, to the extent of funds legally available therefor and subject to the other provisions of this Restated Certificate, be automatically redeemed on the ALPA Termination Date, at its optiona price of $0.01 per share, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day as provided herein below. As promptly as reasonably possible following the Stock Acquisition Date occurs before occurrence of the Record ALPA Termination Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, Corporation shall give notice thereof and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption under this Section 9 to the record holder of the Class Pilot MEC Preferred Stock. From and after the redemption provided for in this Section 9.1, all rights of the holder of the Class Pilot MEC Preferred Stock as such, except the right to receive the redemption price of such share upon the surrender of the certificate formerly representing the same, shall cease and terminate and such share shall not thereafter be deemed to be outstanding for any purpose whatsoever. 9.2 The share of Class Pilot MEC Preferred Stock shall, to the extent of funds legally available therefor and subject to the other provisions of this Restated Certificate, be automatically redeemed upon any purported transfer thereof other than as expressly permitted under Section 1.2. The redemption price to be paid in connection with any redemption shall be $0.001 0.01 per Right (share of Class Pilot MEC Preferred Stock. Upon any such redemption, all rights of the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Class Pilot MEC Preferred Stock as such, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, except the right to exercise receive the Rights will redemption price of such share upon the surrender of the certificate formerly representing the same, shall cease and terminate and the only right such share shall not thereafter of the holders of Rights shall be deemed to receive the Redemption Price be outstanding for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such any purpose whatsoever. 9.3 The holder of the then outstanding Rights by mailing share of Class Pilot MEC Preferred Stock so redeemed pursuant to Section 9.1 or 9.2 shall present and surrender the certificate formerly representing such notice share to the Rights Agent Corporation and thereupon the redemption price of such share shall be paid to each such holders at such holder’s last address as it appears upon or on the registry books order of the Rights Agent, or, prior to person whose name appears on such certificate as the Distribution Date, on owner thereof and the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided surrendered certificate shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companycancelled.

Redemption. (a1) The Board may, at its option, at Unless otherwise determined by the Directors in relation to any time particular Dollar Preference Stock prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Dateallotment thereof, the Close of Business on Dollar Preference Stock shall be redeemable at the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all option of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such paymentBank. In the case of any particular Dollar Preference Stock which is to be so redeemable: (a) such stock shall be redeemable at par together with the sum which would have been payable pursuant to paragraph (C) of this Bye-Law (other than sub-paragraph (C)(2)(b)) if the date fixed for redemption had been the date of a redemption permitted under Section 22(a)return of capital on a winding up of the Bank; (b) such stock shall be redeemable during such period as the Directors shall prior to the allotment thereof determine, commencing with the first date on which a dividend is payable on such stock or with such later date as the Directors shall prior to allotment thereof determine; and (c) prior to allotment of such stock, the Company may, at its option, discharge all of its obligations with respect to Directors shall determine whether the Rights by Bank may redeem (i) issuing a press release announcing the manner all (but not merely some) of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and such stock or (ii) mailing all or any of such stock and the basis on which any necessary selection of such stock for redemption is to be made from time to time. (2) The provisions of this sub-paragraph (2) shall apply in relation to any Dollar Preference Stock that is to be redeemed and that on the date fixed for redemption is in certificated form. The Bank shall give to the holders of the Dollar Preference Stock to be redeemed not less than 30 days and not more than 60 days notice in writing of the date on which such redemption be effected. Such notice shall specify the redemption date and the place at which the certificates for such Dollar Preference Stock are to be presented for redemption and upon such date each of such holders shall be bound to deliver to the Bank at such place the certificates for such Dollar Preference Stock as are held by him. Upon such delivery, the Bank shall pay to such holder the amount due to him in respect of such redemption and shall cancel the certificates so delivered. If any such certificate includes any Dollar Preference Stock not redeemable on that occasion, a fresh certificate for such stock shall be issued to the holder without charge upon cancellation of the existing certificate. (3) As from the date fixed for redemption, no Preference Dividend shall be payable on the Dollar Preference Stock to be redeemed except on any such stock in respect of which, upon either due presentation of the certificate relating thereto, or, if the Dollar Preference Stock was in uncertificated form on the date fixed for redemption the procedures for redemption as referred to in sub-paragraph (4) below having been effected, payment of the Redemption Price moneys due at such redemption shall be improperly refused, in which event, the Preference Dividend shall continue to each registered accrue on and from the date fixed for redemption down to, but not including, the date of payment of such redemption moneys. (4) The provisions of this sub-paragraph (4) shall apply in relation to any Dollar Preference Stock that is to be redeemed and that, on the date fixed for redemption, is in uncertificated form. The Bank shall give to the holders of such Dollar Preference Stock not less than 30 days and not more than 60 days notice in writing of the date on which such redemption is to be effected. Such notice shall specify the redemption date and the Directors shall be entitled, in their absolute discretion, to determine the procedures for the redemption of such Dollar Preference Stock held in uncertificated form on the relevant redemption date (subject always to the facilities and requirements of the relevant system concerned). Upon being satisfied that such procedures have been effected, the Bank shall pay to the holders of the Dollar Preference Stock concerned the amount due in respect of such redemption of such Dollar Preference Stock. (5) Without prejudice to the generality of sub-paragraph (4) above: (a) the procedures for the redemption of any Dollar Preference Stock may involve or include the sending by the Bank or by any person on its behalf, of an issuer-instruction to the operator of the relevant system concerned requesting or requiring the deletion of any computer-based entries in the relevant system concerned that relate to the holding of the Dollar Preference Stock concerned; and/or (b) the Bank may, if the Directors so determine, (by notice in writing to the holder concerned, which notice may be included in the notice of redemption concerned) require the holder of the Rights at each such holder’s last address as it appears on Dollar Preference Stock concerned to change the registry books form of the Rights Agent or, Dollar Preference Stock from uncertificated form to certificated form prior to the Distribution Date, date fixed for redemption (in which case the provisions in this Bye-Law relating to the redemption of Dollar Preference Stock held in certificated form shall apply). Whether any Dollar Preference Stock to be redeemed is in certificated form or uncertificated form on the registry books relevant date fixed for redemption shall be determined by reference to the Register as at 12.00 noon on such date or such other time as the Directors, may (subject to the facilities and requirements of the transfer agent relevant system concerned) in their absolute discretion determine. (6) The receipt of the Common Stockregistered holder for the time being of any Dollar Preference Stock or, and upon such actionin the case of joint registered holders, all outstanding Right Certificates the receipt of any of them for the moneys payable on redemption thereof, shall be null and void without constitute an absolute discharge to the Bank in respect thereof. (7) Upon the redemption of any further action Dollar Preference Stock the Directors may (pursuant to the authority given by the Companypassing of the resolution to adopt this Bye-Law) consolidate and divide and/or sub-divide the authorised preference stock existing as a consequence of such redemption into stock of any other class of capital stock into which the authorised capital stock of the Bank is or may at that time be divided of a like nominal amount (as nearly as may be) and in the same currency as the Dollar Preference Stock so redeemed or into unclassified stock of the same nominal amount and in the same currency as the Dollar Preference Stock so redeemed.

Redemption. (a1) The Board may, at its option, at Unless otherwise determined by the Directors in relation to any time particular euro Preference Stock prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Dateallotment thereof, the Close of Business on euro Preference Stock shall be redeemable at the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all option of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such paymentBank. In the case of any particular euro Preference Stock which is to be so redeemable: (a) such stock shall be redeemable at par together with the sum which would have been payable pursuant to paragraph (C) of this Bye-Law (other than sub-paragraph (C) (2) (b)) if the date fixed for redemption had been the date of a redemption permitted under Section 22(a)return of capital on a winding up of the Bank; (b) such stock shall be redeemable during such period as the Directors shall prior to the allotment thereof determine, commencing with the first date on which a dividend is payable on such stock or with such later date as the Directors shall prior to allotment thereof determine; and (c) prior to allotment of such stock, the Company may, at its option, discharge all of its obligations with respect to Directors shall determine whether the Rights by Bank may redeem (i) issuing a press release announcing the manner all (but not merely some) of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and such stock or (ii) mailing all or any of such stock and the basis on which any necessary selection of such stock for redemption is to be made from time to time. (2) The provisions of this sub-paragraph (2) shall apply in relation to any euro Preference Stock that is to be redeemed and that on the date fixed for redemption is in certificated form. The Bank shall give to the holders of the euro Preference Stock to be redeemed not less than 30 days and not more than 60 days notice in writing of the date on which such redemption is to be effected. Such notice shall specify the redemption date and the place at which the certificates for such euro Preference Stock are to be presented for redemption and upon such date each of such holders shall be bound to deliver to the Bank at such place the certificates for such euro Preference Stock as are held by him. Upon such delivery, the Bank shall pay to such holder the amount due to him in respect of such redemption and shall cancel the certificates so delivered. If any such certificate includes any euro Preference Stock not redeemable on that occasion, a fresh certificate for such stock shall be issued to the holder without charge upon cancellation of the existing certificate. (3) As from the date fixed for redemption, no Preference Dividend shall be payable on the euro Preference Stock to be redeemed except on any such stock in respect of which, upon either due presentation of the certificate relating thereto, or, if the euro Preference Stock was in uncertificated form on the date fixed for redemption the procedures for redemption as referred to in sub-paragraph (4) below, having been effected, payment of the Redemption Price moneys due at such redemption shall be improperly refused, in which event, the Preference Dividend shall continue to each registered accrue on and from the date fixed for redemption down to, but not including, the date of payment of such redemption moneys. (4) The provisions of this sub-paragraph (4) shall apply in relation to any euro Preference Stock that is to be redeemed and that, on the date fixed for redemption, is in uncertificated form. The Bank shall give to the holders of such euro Preference Stock not less than 30 days, and not more than 60 days, notice in writing of the date on which such redemption is to be effected. Such notice shall specify the redemption date and the Directors shall be entitled, in their absolute discretion, to determine the procedures for the redemption of such euro Preference Stock held in uncertificated form on the relevant redemption date (subject always to the facilities and requirements of the relevant system concerned). Upon being satisfied that such procedures have been effected, the Bank shall pay to the holders of the euro Preference Stock concerned the amount due in respect of such redemption of such euro Preference Stock. (5) Without prejudice to the generality of sub-paragraph (4) above: (a) the procedures for the redemption of any euro Preference Stock may involve or include the sending by the Bank or by any person on its behalf, of an issuer-instruction to the operator of the relevant system concerned requesting or requiring the deletion of any computer-based entries in the relevant system concerned that relate to the holding of the euro Preference Stock concerned; and/or (b) the Bank may, if the Directors so determine, (by notice in writing to the holder concerned, which notice may be included in the notice of redemption concerned) require the holder of the Rights at each such holder’s last address as it appears on euro Preference Stock concerned to change the registry books form of the Rights Agent or, euro Preference Stock from uncertificated form to certificated form prior to the Distribution Date, date fixed for redemption (in which case the provisions in this Bye-Law relating to the redemption of euro Preference Stock held in certificated form shall apply). Whether any euro Preference Stock to be redeemed is in certificated form or uncertificated form on the registry books relevant date fixed for redemption shall be determined by reference to the Register as at 12.00 noon on such date or such other time as the Directors, may (subject to the facilities and requirements of the transfer agent relevant system concerned) in their absolute discretion determine. (6) The receipt of the Common Stockregistered holder for the time being of any euro Preference Stock or, and upon such actionin the case of joint registered holders, all outstanding Right Certificates the receipt of any of them for the moneys payable on redemption thereof, shall be null and void without constitute an absolute discharge to the Bank in respect thereof. (7) Upon the redemption of any further action euro Preference Stock the Directors may (pursuant to the authority given by the Companypassing of the resolution to adopt this Bye-Law) consolidate and divide and/or sub-divide the authorised preference stock existing as a consequence of such redemption into stock of any other class of capital stock into which the authorised capital stock of the Bank is or may at that time be divided of a like nominal amount (as nearly as may be) and in the same currency as the euro Preference Stock so redeemed or into unclassified stock of the same nominal amount and in the same currency as the euro Preference Stock so redeemed.

Redemption. (a) The Board mayOn or after December 31, 2010, at its option, at any time prior to the earlier election of the holders of sixty-six and two-thirds percent (x66 2/3%) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights shares of Preferred Stock, the Corporation shall redeem the shares of Preferred Stock held by such holders at the applicable Redemption Price (as defined below), the foregoing election shall be made by such holders giving the Corporation not less than thirty (30) days prior written notice, which notice shall set forth the date for such redemption (each a “Redemption Date”). Within ten (10) days after receipt of such notice, the Corporation shall provide written notice to all other holders of Preferred Stock notifying all such holders of such request for redemption. Notwithstanding the foregoing, holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Preferred Stock not subject to the redemption specified in any notice given pursuant to the first sentence of this Section 5(a) may thereafter require the Corporation to also redeem such Preferred Stock at such Redemption Date upon written notice to the Corporation within ten (10) days of receipt of such original notice from the Corporation. On each Redemption Date, the Corporation shall redeem all shares of Preferred Stock for a per share redemption price equal to the greater of $0.001 per Right (i) the applicable Senior Convertible Liquidation Amount or (ii) the amount received if each share of Preferred Stock was converted into Common Stock and such Common Stock was redeemed at its Going Concern Value (as defined in Section 5(c) hereof) (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the applicable “Redemption Price”). (b) Immediately upon . On such Redemption Date, each holder of shares of Preferred Stock shall surrender the action certificate evidencing such shares to the Corporation and shall thereupon be entitled to receive payment of the Board directing the Company to make the redemption of the Rightsapplicable Redemption Price. From and after such Redemption Date, evidence of which unless there shall have been filed a default in payment or tender by the Corporation of the aggregate Redemption Price, all dividends on the Preferred Stock shall cease to accrue, all rights of the holders with the Rights Agent, and without any further action and without any notice, respect to such redeemed shares of Preferred Stock (except the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the applicable Redemption Price for each Right so held. Promptly after upon surrender of their certificate) shall cease and such shares shall not thereafter be transferred on the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall this Corporation or be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without for any further action by the Companypurposes whatsoever.

Redemption. (a) The Board of Directors may, at its option, at any time prior to the earlier of (xi) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter herein after referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the “current per share market price” of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board directing the Company to make of Directors ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such each holder’s last address as it appears upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), Neither the Company may, at its option, discharge all nor any of its obligations Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24, and other than in connection with respect to the Rights by (i) issuing a press release announcing the manner of purchase or redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, Common Shares prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before (which date may be extended to the Record Dateextent permitted by Section 26 hereof), the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration DateDate or (z) the date the Rights are exchanged pursuant to Section 28 hereof, direct cause the Company to, and if directed, the Company shall, to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "Current Market Price," as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption under this Section 23 (a) has expired. (b) Immediately In the case of a redemption under Section 23(a), immediately upon the action of the Board directing of Directors of the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice, without any interest thereon. Promptly Within ten days after the action of the Board directing the Company to make of Directors ordering any such redemption of the Rights, the Company shall give notice of such redemption of the Rights to the Rights Agent Agent, pursuant to Section 25, and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a23(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each the registered holder holders of the Rights at each such holder’s their last address addresses as it appears they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. EXHIBIT 4.1 (a) The Board may, at its option, at At any time prior to the earlier of (xi) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) time that any Person becomes an Acquiring Person or (yii) the Close of Business on the Final Expiration Date, direct the Company toBoard of Directors may, and if directed, the Company shallat its option, redeem all all, but not less than all of all, the then outstanding Rights at a redemption price of $0.001 .0001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (the "REDEMPTION PRICE"). The Company may, at its option, pay the Redemption Price either in Class A Common Shares (based on the Current Market Price per Class A Common Share at the time of redemption, as determined pursuant to Section 11(d)(i)) or cash; PROVIDED, HOWEVER, that if the Company elects to pay the Redemption Price in Class A Common Shares, the Company shall not be required to issue any fractional Class A Common Shares and the number of Class A Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. The redemption of the Rights by the Board of Directors may be made effective at such redemption price being hereinafter referred to time, on such basis and with such conditions as the “Redemption Price”)Board of Directors in its sole discretion may establish. (b) Immediately upon the action time of the Board directing the Company to make effectiveness of the redemption of the RightsRights pursuant to Section 23(a) or such earlier time as may be determined by the Board of Directors in the action ordering such redemption (although not earlier than the time of such action) (such time, evidence of which shall have been filed with the Rights Agent, "REDEMPTION DATE") and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing Company ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing in the manner set forth in Section 26, PROVIDED, HOWEVER, that the failure to give, or any defect in, any such notice to shall not affect the Rights Agent and to each validity of such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stockredemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), Neither the Company may, at its option, discharge all nor any of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Affiliates or Associates may redeem, acquire or purchase for value any Rights at each such holder’s last address as it appears on any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the registry books purchase of the Rights Agent or, shares of Common Shares prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.. EXHIBIT 4.1

Redemption. The Authorized Participant represents and warrants that, as of the close of business day on which it has placed a Redemption Order (aas described in the Procedures) The Board maywith the Sponsor for the purpose of redeeming any Creation Units of any Fund, at its optionit, at or any time prior party for which it is acting (whether a customer or otherwise, a "Participant Client"), as the case may be, (i) will own (within the meaning of Rule 200 of Regulation SHO) the requisite number of Shares of the relevant Fund or (ii) will have reasonable grounds to believe that the requisite number of Shares of the relevant Fund can be borrowed (as contemplated by Rule 203(b)(1) of Regulation SHO) such that, in either case, the Authorized Participant can make good delivery of the Shares to the earlier of Trust two days following the redemption order date (x"Redemption Settlement Date"). In either case, the Authorized Participant acknowledges that: (i) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (it or, if applicable, its Participant Client, has or will have full legal authority and legal right to tender for redemption the tenth requisite number of Shares of the relevant Fund to be redeemed as a Creation Unit on the Redemption Settlement Date; (10thii) calendar it or, if applicable, its Participant Client, has full and legal authority and legal right to receive the entire proceeds of the redemption order on the Redemption Settlement Date; and (iii) if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement, securities lending agreement or any other arrangement affecting legal or beneficial ownership of such Shares being submitted for redemption, there are no restrictions precluding the delivery of such Shares (including borrowed Shares, if any) for redemption, free and clear of liens, on the Redemption Settlement Date. A "Business Day" for purposes of the creation and redemption process is defined as any day following other than: (i) a Saturday or a Sunday on which the Stock Acquisition Date occurs Exchange is scheduled to be open for business, and, in respect of any action to be taken by Delaware Trust Company, as trustee (the "Trustee"), on which the Trustee is scheduled to be open for business; or (ii) a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open for trading for less than a full day and transaction procedures required to be executed or completed before the Record close of the day may not be so executed or completed. To the extent that the Authorized Participant posts collateral on the Redemption Settlement Date in connection with a portion of the Shares that were unable to be delivered on the Redemption Settlement Date, the Close of Business on Trust agrees that it will not use any such collateral to purchase the Record Date) or (y) Shares without giving the Close of Business on Authorized Participant reasonable advance notice and an opportunity to deliver the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)missing Shares. (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the Close of Business on the tenth (10th) calendar day after following the Stock Acquisition Date Date, or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date) , or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company), or (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not occur and the Rights shall not be exercisable until such time as the Company's right of redemption hereunder has expired. (i) In the event the Company receives a Qualified Offer and the Board of Directors has not redeemed the Rights, in accordance with Section 23(a) above, within ninety (90) days of the date such Qualified Offer is received by the Company (the "Offer Date"), then the Board of Directors shall call a special meeting of stockholders for the purpose of voting on a resolution (i) accepting such Qualified Offer, as such Qualified Offer may be amended or revised by the offering Person from time to time to increase the price per share to be paid to holders of shares of Common Stock, and (ii) authorizing the redemption of all but not less than all of the then outstanding Rights at the Redemption Price pursuant to subparagraph (b)(ii) of this Section 23. The special meeting shall be held on a date selected by the Board of Directors, which date shall not be less than ninety (90) or more than 120 days (subject to extension to satisfy any then outstanding regulatory or information delivery requirements) after the later of (A) the Offer Date, and (B) the date of any previously scheduled meeting of stockholders held (or to be held) within sixty (60) days after the Offer Date; provided, however, that if (x) such other meeting shall have been called for the purpose of voting on a resolution with respect to another Qualified Offer and (y) the Offer Date is not later than 15 days after the date such other Qualified Offer was received by the Company, then both the resolution relating to the first Qualified Offer and the resolution relating to such other Qualified Offer shall be voted on at such special meeting (in addition to any other matters or resolutions to be considered at such meeting); provided, however, that in any 12-month period the Company shall not be required to hold more than one special meeting with respect to a Qualified Offer from any given potential Acquiring Person (including any Affiliates or Associates); and provided further, that if the Company shall publicly announce that the Board of Directors has determined that it is in the best interest of stockholders to seek an alternative transaction so as to obtain greater value for stockholders than that provided by such Qualified Offer, then such vote shall be postponed to a meeting called by the Board of Directors which shall occur within 90 days after the date of such announcement. The Board of Directors shall set a date for determining the stockholders of record entitled to notice of and to vote at the special meeting in accordance with the Company's Certificate of Incorporation, By-Laws and applicable law. At the offering Person's request, the Company shall include in any proxy soliciting material prepared by it in connection with the special meeting proxy soliciting material submitted by the offering Person; provided, however, that the offering Person, by written agreement with the Company contained in or delivered with such request, shall have indemnified the Company against any and all liabilities resulting from any statements found to be defamatory, misstatements, misleading statements or omissions contained in or omitted from the offering Person's proxy soliciting materials and have agreed to pay the Company's incremental costs incurred as a result of including such material in the Company's proxy soliciting material. Notwithstanding anything to the contrary contained this Agreement, if the Board of Directors determines that it is in the best interests of stockholders to seek an alternative transaction so as to obtain greater value for stockholders than that provided by any Qualified Offer, the Company shall be entitled to include information relating to such alternative transaction in the proxy soliciting material prepared by it in connection with the special meeting. (ii) If at the special meeting the resolution to accept the Qualified Offer and authorize the redemption, or a resolution with respect to another Qualified Offer, receives the affirmative vote of at least a majority of the shares of Common Stock outstanding and entitled to vote as of the record date of the special meeting, not giving effect to any affirmative votes cast by the offering Person or any of its Affiliates, then all of the Rights shall be redeemed by such stockholder action at the Redemption Price, effective immediately prior to the consummation of the Qualified Offer (provided that the Qualified Offer is consummated prior to sixty (60) days after the date of the special meeting). (iii) Nothing in this subparagraph (b) shall be construed as limiting or prohibiting the Company or any offering Person from proposing or engaging in any acquisition, disposition or other transfer of any securities of the Company, any merger or consolidation involving the Company, any sale or other transfer of assets of the Company, any liquidation, dissolution or winding-up of the Company, or any other business combination or other transaction, or any other action by the Company or such offering Person; provided, however, that the holders of Rights shall have the rights set forth in this Rights Agreement with respect to any such acquisition, disposition, transfer, merger, consolidation, sale, liquidation, dissolution, winding-up, business combination, transaction or action. (c) Immediately upon the action of the Board directing of Directors of the Company to make ordering the redemption of the RightsRights pursuant to subparagraph (a) of this Section 23, evidence or upon effectiveness of which shall have been filed with the redemption of the Rights Agentpursuant to subparagraph (b) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors or stockholders, as applicable, ordering the Company to make such redemption of the Rights, the Company shall give public notice of such redemption (with prompt written notice thereof to the Rights Agent and each Agent); provided, however, that the failure to give, or any defect in, any such holder notice shall not affect the legality or validity of such redemption. The Company shall promptly mail a notice of any such redemption to all the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, unless such notice is mailed together acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with such payment. In the case purchase, acquisition or redemption of a redemption permitted under Section 22(a), shares of Common Stock prior to the Distribution Date. (d) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of pay the Redemption Price to each registered holder in cash, shares of the Rights at each such holder’s last address as it appears Common Stock (based on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent "current market value" as defined in Section 11(d)(i) hereof) of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without Stock as of the time of redemption) or any further action other form of consideration deemed appropriate by the CompanyBoard of Directors.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close close of Business business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before (which date may be extended to the Record Dateextent permitted by Section 26 hereof), the Close of Business on the Record Date) or (y) the Close close of Business business on the Final Expiration DateDate or (z) the date the Rights are exchanged pursuant to Section 28 hereof, direct cause the Company to, and if directed, the Company shall, to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "Current Market Price," as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption under this Section 23(a) has expired. (b) Immediately In the case of a redemption under Section 23(a), immediately upon the action of the Board directing of Directors of the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice, without any interest thereon. Promptly Within ten days after the action of the Board directing the Company to make of Directors ordering any such redemption of the Rights, the Company shall give notice of such redemption of the Rights to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a23(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each the registered holder holders of the Rights at each such holder’s their last address addresses as it appears they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board mayCompany shall have the right, at its option, exercisable at any time upon 20 Trading Days' notice to the holders of the Preferred Stock given at any time after the Original Issue Date to redeem, from funds legally available therefor at the time of such redemption, all or any portion of the shares of Preferred Stock which have not previously been exchanged or redeemed, at a price per share equal to the sum of (A) the product of (i) the average Per Share Market Value for the five (5) Trading Days immediately preceding (1) the date of the redemption notice referenced above or (2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Exchange Ratio calculated on the date of such redemption notice, and (B) the aggregate accrued but unpaid dividends and all other amounts due and payable in respect of such share. The entire redemption price shall be paid in cash. Holders of Preferred Stock may exchange any shares of Preferred Stock, including shares subject to a redemption notice given under this Section, during the period from the date of such redemption notice through the 19th Trading Day thereafter. The Company shall honor all such exchanges and all exchanges tendered prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all date of the then outstanding Rights at a Company's redemption price notice and shall not be permitted to redeem the shares of $0.001 per Right Preferred Stock tendered for such exchanges (the total amount paid to any holder of Rights to be rounded up whether occurring prior to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (of such redemption price being hereinafter referred to as the “Redemption Price”notice or during such 19 day period). (b) Immediately upon the action If any portion of the Board directing redemption price under Section 5(a) shall not be paid by the Company to make within seven (7) calendar days after the date due, interest shall accrue thereon at the rate of 15% per annum until the redemption price plus all such interest is paid in full (which amount shall be paid as liquidated damages and not as a penalty). In addition, if any portion of such redemption price remains unpaid for more than 7 calendar days after the date due, the holder of the RightsPreferred Stock subject to such redemption may elect, evidence of which shall have been filed by written notice to the Company given within 30 days after the date due, to either (i) demand exchange in accordance with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate formula and the only right thereafter time frame therefor set forth in Section 4 of all of the holders shares of Rights Preferred Stock for which such redemption price, plus accrued liquidated damages thereof, has not been paid in full (the "Unpaid Redemption Shares"), in which event the Per Share Market Price for such shares shall be to receive the Redemption Price for each Right so held. Promptly after the action lower of the Board directing Per Share Market Price calculated on the Company to make date such redemption price was originally due and the Per Share Market Price as of the Rightsholder's written demand for exchange, or (ii) invalidate ab initio such redemption, notwithstanding anything herein contained to the contrary. If the holder elects option (i) above, the Company shall give within three (3) Trading Days of its receipt of such election deliver to the holder the shares of Common Stock issuable upon exchange of the Unpaid Redemption Shares subject to such holder exchange demand and otherwise perform its obligations hereunder with respect thereto; or, if the Holder elects option (ii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of holder's notice of such redemption election, return to the Rights Agent and each such holder all of the then outstanding Rights by mailing such notice Unpaid Redemption Shares. Notwithstanding anything to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a)contrary contained herein, the Company maymay not, at its option, discharge all of its obligations with respect to without the Rights by (i) issuing a press release announcing the manner of redemption written consent of the Rights (with prompt written notice holder, redeem shares of Preferred Stock unless both the payment thereof and the retention of such paid cash by the holder is consented to the Rights Agent) and (ii) mailing payment in writing free of any subordination prior thereto by all lenders or holders of any class of securities of the Redemption Price Company who by agreement have the right to each registered holder consent to or force the subordination of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companypayment.

Redemption. (a) The Board mayNotes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Distribution Date on which the Servicer exercises its optionoption to purchase the assets of the Issuer pursuant to such Section 9.1(a), at any time prior and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the earlier Servicer under the Sale and Servicing Agreement and the unpaid principal amount of the Notes plus all accrued and unpaid interest (xincluding any overdue interest) thereon. If the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record DateNotes are to be redeemed pursuant to this Section 10.1(a), the Close of Business on Issuer shall furnish or cause the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid Servicer to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give furnish notice of such redemption to the Rights Agent Depositor, the Indenture Trustee and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, Rating Agencies not later than thirty (30) days prior to the Distribution Date, on Redemption Date and the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided Issuer shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of deposit the Redemption Price will of the Notes to be maderedeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the Redemption Date, unless whereupon all such notice is mailed together with such payment. Notes shall be due and payable on the Redemption Date. (b) In the case event that the assets of a redemption permitted under the Issuer are purchased by the Servicer pursuant to Section 22(a9.1(a) of the Sale and Servicing Agreement, all amounts on deposit in the Note Payment Account shall be paid to the Noteholders up to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the Company mayIssuer shall, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing extent practicable, furnish or cause the manner Servicer to furnish notice of redemption of the Rights (with prompt written notice thereof such event to the Rights AgentDepositor, the Indenture Trustee and the Rating Agencies not later than twenty (20) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, days prior to the Distribution Redemption Date, whereupon all such amounts shall be payable on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyRedemption Date.

Redemption. (a) The Board Commencing on the Initial Warrant Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants at its optionone cent ($0.01) per Warrant, at provided, however, that before any time such call for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by the AMEX, if the Common Stock is then traded on the AMEX (or the average closing sale price, if the Common Stock is then traded on the Nasdaq National Market) shall have equaled or exceeded $_____ per share [___% of the initial public offering price per share of Common Stock] (the "Minimum Price") for any twenty (20) trading days within a period of thirty (30) consecutive trading days ending on the fifth trading day prior to the earlier date on which the notice contemplated by (b) and (c) below is given. In the event that at any time, or from time to time, the Exercise Price is adjusted pursuant to Section 8, and if National gives its prior written consent to the giving of the notice of redemption and the proposed redemption, then the Minimum Price shall be adjusted by a correspondence percentage (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (ore.g., if the tenth (10th) calendar day following Exercise Price is increased by 50% the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company toMinimum Price shall be increased by 50%, and if directed, the Company shall, redeem all but not less than all of Exercise Price is decreased by 50% the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to Minimum Price shall be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected decreased by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”50%). (b) Immediately upon In case the action Company shall exercise its right to redeem all of the Board directing Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provide herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than five (5) business days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to make be delivered to National a similar notice telephonically and confirmed in writing and if National is engaged as a Warrant solicitation agent, the Company shall also deliver to cause to be delivered to National a list of the Registered Holders (including their 17 respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which shall have been filed with in no event be less than thirty (30) days after the Rights Agentdate of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, (iv) that National shall receive the commission contemplated by Section 4(b) hereof, and without any further action and without any notice, (v) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the holders proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of Rights the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to receive such persons at their addresses of record. (e) If National acts as the Redemption Price Warrant solicitation agent for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsCompany, the Company shall give notice indemnify National and each person, if any, who controls National within the meaning of such redemption Section 15 of the Act or Section 20(a) of the Exchange Act against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from the registration statement or prospectus referred to in Section 5(b) hereof to the Rights Agent same extent and each such holder with the same effect (including the provisions regarding contribution) as the provisions pursuant to which the Company has agreed to indemnify National contained in Section 7 of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, Underwriting Agreement. (f) Five business days prior to the Distribution Redemption Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company mayshall furnish to National, at its optionas Warrant solicitation agent, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner an opinion of redemption of the Rights (with prompt written notice thereof counsel to the Rights Agent) Company, dated such date and addressed to National, and (ii) mailing payment of a "cold comfort" letter dated such date addressed to National, signed by the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears independent public accountants who have issued a report on the registry books Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the Rights Agent orsuch accountants' letter, prior with respect to events subsequent to the Distribution Datedate of such financial statements, on the registry books as are customarily covered in opinions of the transfer agent issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companysecurities.

Redemption. (a) The Board mayExcept as described in Section 3.1 of the Indenture and this Paragraph 10, at its option, at any time the Notes may not be redeemed prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (orSeptember 16, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)2023. (b) Immediately upon The Notes shall be redeemable, at the action option of the Board directing Company, in whole, but not in part, upon giving not less than 30 nor more than 60 days’ notice to the Holders, at a Redemption Price equal to 100% of the principal amount thereof, plus accrued interest (including Additional Interest, if any) and any Additional Amounts due with respect thereto, to the Redemption Date, where as a result of a change in, or amendment occurring after August 28, 2013 to, the laws of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein (or rules and regulations thereunder or the official interpretation, administration or application thereof), the Company or the Guarantor would be required to make pay Additional Amounts in excess of those attributable to Cayman Islands or Brazilian withholding tax on the basis of a statutory rate of 15%. No such notice of redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be given earlier than 60 calendar days prior to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing earliest date on which the Company or the Guarantor, as the case may be, would be obligated to make pay such Additional Amounts if a payment in respect of such Notes were then due. Prior to the publication or mailing of any notice of redemption of pursuant to the Rightspreceding paragraph, the Company shall give notice of such redemption deliver to the Rights Agent and each such holder Trustee an Officers’ Certificate to the effect that the obligation of the then outstanding Rights Company or the Guarantor, as the case may be, to pay Additional Amounts cannot be avoided by mailing the Company or the Guarantor taking reasonable measures available to it. The Company shall also deliver an Opinion of Counsel that is independent of the Company stating that the Company or the Guarantor, as the case may be, would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set forth above, in which event it shall be conclusive and binding on the Holders. (c) The Notes shall be redeemable, at the option of the Company, in whole or in part, upon giving not less than 30 nor more than 60 days’ notice to the Rights Agent and Holders (which notice shall be irrevocable), at a Redemption Price equal to each such holders at such holder’s last address as it appears upon the registry books greater of (i) 100% of the Rights Agentprincipal amount thereof and (ii) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest [(including Additional Interest, if any)]* accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 50 basis points (the “Make-Whole Amount”), plus in each case accrued interest [(including Additional Interest, if any)]* on, and any Additional Amounts due with respect to, the Notes to the Redemption Date. If less than all the Notes are to be redeemed at any time pursuant to this Section 3(c), the particular Notes to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the outstanding Notes not previously called for redemption, in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or, prior if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and in such manner as complies with applicable legal requirements) and which may provide for the selection for redemption of portions of the principal of the Notes; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than US$2,000. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the method it has chosen for the selection of Notes and the principal amount thereof to be redeemed. Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder thereof (at the Company’s expense) a new Note, equal in a principal amount to the Distribution Date, on the registry books unredeemed portion of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein Note surrendered; provided that each new Note shall be deemed given, whether in a Principal amount of US$2,000 or not the holder receives the noticean integral multiple of US$1,000 in excess thereof. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. * Initial Notes only. (d) In the case of a redemption permitted under Section 22(a)of Notes pursuant to this Paragraph 10, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner notice of redemption of shall be mailed at least 30 calendar days but not more than 60 calendar days before the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price redemption date to each Holder of any Note to be redeemed by first-class mail its registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyaddress.

Redemption. (a) The Board Company may, at its optionoption and with the approval of the Board of Directors, at any time prior to the earlier of (x) the Close of Business on the tenth earlier of (10thi) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Shares Acquisition Date occurs before or such later date as may be determined by action of a majority of Continuing Directors then in office and publicly announced by the Record Date, the Close of Business on the Record Date) Company or (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split(A) dividend on the Common Shares payable in Common Shares, (B) subdivision of the outstanding Common Shares, (C) combination of the outstanding Common Shares (by reverse stock split, split or otherwise) into a smaller number of Common Shares or (D) issuance of any shares of the Company's capital stock dividend, in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter herein referred to as the “"Redemption Price”)") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. (b) Immediately upon the action of the Board directing of Directors of the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within ten (10) days after the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), Neither the Company may, at its option, discharge all nor any of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Affiliates or Associates may redeem, acquire or purchase for value any Rights at each such holder’s last address as it appears on any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the registry books purchase of the Rights Agent or, Common Shares prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the Close of Business on the tenth (10th) calendar day after following the Stock Acquisition Date Date, or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date) , or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company), or (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not occur and the Rights shall not be exercisable until such time as the Company’s right of redemption hereunder has expired. (i) In the event the Company receives a Qualified Offer and the Board of Directors has not redeemed the Rights, in accordance with Section 23(a) above, then, within ninety (90) days of the date such Qualified Offer is received by the Company (the “Offer Date”) the Board of Directors shall call a special meeting of stockholders for the purpose of voting on a resolution (i) accepting such Qualified Offer, as such Qualified Offer may be amended or revised by the offering Person from time to time to increase the price per share to be paid to holders of shares of Common Stock, and (ii) authorizing the redemption of all but not less than all of the then outstanding Rights at the Redemption Price pursuant to subparagraph (b)(ii) of this Section 23. The special meeting shall be held on a date selected by the Board of Directors, which date shall not be less than ninety (90) or more than 120 days (subject to extension to satisfy any then outstanding regulatory or information delivery requirements) after the later of (A) the Offer Date, and (B) the date of any previously scheduled meeting of stockholders held (or to be held) within sixty (60) days after the Offer Date; provided, however, that if (x) such other meeting shall have been called for the purpose of voting on a resolution with respect to another Qualified Offer and (y) the Offer Date is not later than 15 days after the date such other Qualified Offer was received by the Company, then both the resolution relating to the first Qualified Offer and the resolution relating to such other Qualified Offer shall be voted on at such special meeting (in addition to any other matters or resolutions to be considered at such meeting); provided, however, that in any 12-month period the Company shall not be required to hold more than one special meeting with respect to a Qualified Offer from any given potential Acquiring Person (including any Affiliates or Associates); and provided further, that if the Company shall publicly announce that the Board of Directors has determined that it is in the best interest of stockholders to seek an alternative transaction so as to obtain greater value for stockholders than that provided by such Qualified Offer, then such vote shall be postponed to a meeting called by the Board of Directors which shall occur within 90 days after the date of such announcement. The Board of Directors shall set a date for determining the stockholders of record entitled to notice of and to vote at the special meeting in accordance with the Company’s Certificate of Incorporation, By-Laws and applicable law. At the offering Person’s request the Company shall include, in any proxy soliciting material prepared by it in connection with the special meeting, proxy soliciting material submitted by the offering Person; provided, however, that the offering Person, by written agreement with the Company contained in or delivered with such request, shall have indemnified the Company and its officers and Directors against any and all liabilities resulting from any statements found to be defamatory, misstatements, misleading statements or omissions contained in or omitted from the offering Person’s proxy soliciting materials and have agreed to pay the Company’s incremental costs incurred as a result of including such material in the Company’s proxy soliciting material. Notwithstanding anything to the contrary contained this Agreement, if the Board of Directors determines that it is in the best interests of stockholders to seek an alternative transaction so as to obtain greater value for stockholders than that provided by any Qualified Offer, the Company shall be entitled to include information relating to such alternative transaction in the proxy soliciting material prepared by it in connection with the special meeting. (ii) If, at the special meeting, the resolution to accept the Qualified Offer and authorize the redemption, or a resolution with respect to another Qualified Offer, receives the affirmative vote of at least a majority of the shares of Common Stock outstanding and entitled to vote as of the record date of the special meeting, not giving effect to any affirmative votes cast by the Person who made the Qualified Offer or its Affiliates, then all of the Rights shall be redeemed by such stockholder action at the Redemption Price, effective immediately prior to the consummation of the Qualified Offer (provided that the Qualified Offer is consummated prior to sixty (60) days after the date of the special meeting). (iii) Nothing in this subparagraph (b) shall be construed as limiting or prohibiting the Company or any offering Person from proposing or engaging in any acquisition, disposition or other transfer of any securities of the Company, any merger or consolidation involving the Company, any sale or other transfer of assets of the Company, any liquidation, dissolution or winding-up of the Company, or any other business combination or other transaction, or any other action by the Company or such offering Person; provided, however, that the holders of Rights shall have the rights set forth in this Rights Agreement with respect to any such acquisition, disposition, transfer, merger, consolidation, sale, liquidation, dissolution, winding-up, business combination, transaction or action. (c) Immediately upon the action of the Board directing of Directors of the Company to make ordering the redemption of the RightsRights pursuant to subparagraph (a) of this Section 23, evidence or upon effectiveness of which shall have been filed with the redemption of the Rights Agentpursuant to subparagraph (b) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors or stockholders, as applicable, ordering the Company to make such redemption of the Rights, the Company shall give public notice of such redemption (with prompt written notice thereof to the Rights Agent and each Agent); provided, however, that the failure to give, or any defect in, any such holder notice shall not affect the legality or validity of such redemption. The Company shall promptly mail a notice of any such redemption to all the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, unless such notice is mailed together acquire or purchase for value any Rights at any time in any manner other than (i) that specifically set forth in this Section 23 or in Section 24 hereof, and (ii) in connection with such payment. In the case purchase, acquisition or redemption of a redemption permitted under Section 22(a), shares of Common Stock prior to the Distribution Date. (d) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of pay the Redemption Price to each registered holder in cash, shares of the Rights at each such holder’s last address as it appears Common Stock (based on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent “current market value” as defined in Section 11(d)(i) hereof) of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without Stock as of the time of redemption) or any further action other form of consideration deemed appropriate by the CompanyBoard of Directors.

Redemption. (a) The Board corporation may, at its optionsubject to the requirements of the DGCL, upon giving notice as hereinafter provided, redeem at any time prior the whole or from time to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) time all or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all any lesser number of the then outstanding Rights at a redemption price shares of $0.001 per Right (the total amount paid to any holder of Rights Class UA Preferred Stock on payment for each share to be rounded up to the nearest redeemed of One Hundred Canadian Dollars (Cdn. $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date 100.00) (such redemption price being hereinafter referred to as the “Redemption PriceAmount”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted of Class UA Preferred Stock under the provisions of Section 22(a)5.3(a) hereof, the Company maycorporation shall, unless waived in writing by the holders of all of the shares of Class UA Preferred Stock, at its option, discharge all of its obligations with respect to least ten days before the Rights by (i) issuing a press release announcing the manner of date specified for redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price deliver or mail to each person who at the date of mailing is a registered holder of shares of Class UA Preferred Stock to be redeemed a notice in writing of the Rights at intention of the corporation to redeem such shares of Class UA Preferred Stock. Such notice shall be delivered or mailed by letter, postage prepaid, addressed to each such holder’s last stockholder at his, her or its address as it appears on the registry books records of the Rights Agent or, prior corporation or in the event of the address of any such stockholder not so appearing then to the Distribution Datelast known address of such stockholder or if delivered, delivered to each such stockholder at such address; provided, however, that accidental failure to give any such notice to one or more of such stockholders shall not affect the validity of such redemption. Such notice shall set out the Redemption Amount and the date on which redemption is to take place and if part only of the shares held by the person to whom it is addressed is to be redeemed the number thereof to be so redeemed; provided, however, that if a part only of the shares of Class UA Preferred Stock for the time being outstanding is to be redeemed, the shares so to be redeemed shall be redeemed pro rata (disregarding fractions) unless otherwise agreed in writing by the holders of all of the shares of Class UA Preferred Stock. On or after the date so specified for redemption, the corporation shall pay or cause to be paid to or to the order of the record holders of the shares of Class UA Preferred Stock to be redeemed the Redemption Amount thereof on presentation and surrender at the registered office of the corporation or any other place designated in such notice of the certificates representing the shares of Class UA Preferred Stock called for redemption. Such payment shall be made by check payable at par at any branch of the corporation’s bankers in Canada. If less than all of the shares of Class UA Preferred Stock represented by any certificate are redeemed, the holder shall be entitled to receive a new certificate for that number of shares of Class UA Preferred Stock represented by the original certificate that are not redeemed. From and after the date specified for redemption in any such notice, the holders of the shares of Class UA Preferred Stock called for redemption shall not be entitled to exercise any of the rights of stockholders in respect thereof unless payment of the Redemption Amount shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of stockholders shall remain unaffected. The corporation shall have the right, at any time after the mailing of notice of its intention to redeem any shares of Class UA Preferred Stock, to deposit the Redemption Amount of the shares so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or in any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such shares of Class UA Preferred Stock called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same. Upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the shares of UA Preferred Stock in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or such redemption date, as the case may be, shall be limited to receiving without interest their proportionate part of the total Redemption Amount so deposited against presentation and surrender of the said certificates held by them respectively and any interest on the registry books amount so deposited shall be for the account of the transfer agent corporation. If any part of the Common Stocktotal Redemption Amount so deposited has not been paid to or to the order of the respective holders of the shares of Class UA Preferred Stock which were called for redemption within two years after the date upon which such deposit was made or the date specified for redemption in the said notice, and upon whichever is the later, such action, all outstanding Right Certificates balance remaining in the said special account shall be null and void returned to the corporation without any further action prejudice to the rights of the holders of the shares being redeemed to claim the Redemption Amount without interest from the corporation. (c) Notwithstanding the foregoing provisions, the corporation shall, each year, within 30 days following receipt by the Companycorporation of the audited financial statements of the corporation for the corporation’s preceding financial year, redeem, subject to the requirements of the DGCL and in accordance with Section 5.3(b) hereof, that number of shares of Class UA Preferred Stock (disregarding fractions) as is determined by dividing twenty percent (20%) of the Net Profits of the Corporation (as hereinafter defined) for such preceding financial year by One Hundred Canadian Dollars (Cdn. $100.00). If such number of shares of Class UA Preferred Stock so determined to be redeemed is more than the total number of shares of Class UA Preferred Stock then outstanding, the corporation shall redeem all such shares of Class UA Preferred Stock then outstanding within such thirty (30) day period “Net Profits of the Corporation” means the after tax profits determined in accordance with generally accepted accounting principles, where relevant, consistently applied.

Redemption. At any time after the later of two years from the date hereof and the date when there is a currently effective registration statement registering the resale of the shares of Common Stock for which this Warrant is exercisable as contemplated by the Registration Rights Agreement dated as of the date hereof executed by the Company and the Holder (the “Registration Rights Agreement” and such registration statement, the “Registration Statement”) and prior to the exercise of this Warrant: (a) The Board mayThis Warrant may be redeemed, at its optionthe option of the Company, at any time prior on a date fixed by the Company for redemption and upon notice to Holders (the earlier of “Redemption Date”), which Redemption Date shall not be less than twenty (x20) the Close of Business on the tenth (10th) calendar day days after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all mailing of the then outstanding Rights notice of redemption referred to below, at a redemption price of $0.001 0.01 per Right Warrant, provided the Market Price (as defined below) of the total amount paid to any holder Common Stock issuable upon exercise of Rights to be rounded up this Warrant shall exceed 200% of the Exercise Price for a period of thirty (30) consecutive trading days ending no more than fifteen (15) days prior to the nearest $0.01)date of the notice of redemption. Notwithstanding the foregoing, as such amount may the Company’s right to redeem this Warrant shall be appropriately adjusted to reflect ineffective if at any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by time during the period between the time the Company occurring after provides notice of redemption and prior to the date Redemption Date, the Registration Statement ceases to remain effective or during any Blackout Period (such redemption price being hereinafter referred to as defined in the “Redemption Price”Registration Rights Agreement). (b) Immediately upon If the action of the Board directing conditions set forth in Section 4(a) are met, and the Company elects to make exercise its right to redeem this Warrant, it shall mail a notice of redemption to the registered Holder of this Warrant, via facsimile, nationally recognized courier or first class mail, postage prepaid, not later than the twentieth (20th) day before the Redemption Date, at such last address as shall appear on the records maintained by the Company. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the Rights, evidence of which shall have been filed with the Rights Agent, Redemption Date and without any further action and without any notice, (iii) that the right to exercise this Warrant shall terminate at 5:00 P.M. (New York time) on the Rights will terminate and business day immediately preceding the only right thereafter Redemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the holders of Rights shall be proceedings for such redemption except as to receive the Redemption Price for each Right so helda registered Holder (A) to whom notice was not mailed or (B) whose notice was defective. Promptly after the action An affidavit of the Board directing Secretary of the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such that notice of redemption will state has been mailed shall, in the method by absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise this Warrant shall terminate at 5:00 P.M. (New York City time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, Holder of this Warrant shall have no further rights except to receive, upon surrender of this Warrant, the redemption price. (e) The term “Market Price” means the closing sale price of one share of the Company’s Common Stock on any national securities exchange on which the payment shares are then listed or, if the Company’s Common Stock is not then traded on any national securities exchange, the closing bid price on any automated quotation system on which shares of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holderCompany’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyStock are then quoted.

Redemption. (a) The Board Company may, at its optionsubject to the requirements of the Business Corporations Act (British Columbia), upon giving notice in the manner as hereinafter provided, redeem at any time the whole, or from time to time any part, of the then outstanding Series 2 Special Shares by payment in cash, promissory note or property of $? for each share of any amount (the “Redemption Amount”) calculated as: (i) the fair market value of the assets to be transferred by the Company to CopperCo Resource Corp. under the Plan of Arrangement divided by the number of Series 2 Special Shares issued by the Company under the Plan of Arrangement (Note: the dollar amount to be inserted in this Clause 26.4.3 will be determined and inserted in these share provisions immediately prior to making the earlier required filing with the British Columbia Registrar of Companies to effect the Plan of Arrangement); plus (xii) all declared and unpaid non-cumulative cash dividends thereon. (b) In the Close case of Business on redemption of Series 2 Special Shares under the tenth (10thprovisions of sub-clause 26.4.3(a) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directedhereof, the Company shall, redeem all but not less than unless waived in writing by the holders of all of the then outstanding Rights Series 2 Special Shares, at least 14 days before the date specified for redemption deliver or mail to each person who at the date of mailing is a redemption price of $0.001 per Right (the total amount paid to any registered holder of Rights Series 2 Special Shares to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action redeemed a notice in writing of the Board directing intention of the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights redeem such Series 2 Special Shares. Such notice shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rightsdelivered or mailed by letter, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and postage prepaid, addressed to each such holders shareholder at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last his address as it appears on the registry books records of the Rights Agent or, prior Company or in the event of the address of any such shareholder not so appearing then to the Distribution Datelast known address of such shareholder or if delivered, delivered to each such shareholder at such address; provided, however, that accidental failure to give any such notice to one or more of such shareholders shall not affect the validity of such redemption. Such notice shall set out the Redemption Amount and the date on which redemption is to take place and if part only of the shares held by the person to whom it is addressed is to be redeemed the number thereof to be so redeemed; provided, however, that if a part only of the Series 2 Special Shares for the time being outstanding is to be redeemed, the shares so to be redeemed shall be selected by lot in such manner as the directors in their discretion shall decide or if the directors so determine may be redeemed pro rata (disregarding fractions) unless otherwise agreed in writing by the holders of all of the Series 2 Special Shares. On or after the date so specified for redemption, the Company shall pay or cause to be paid to or to the order of the registered holders of the Series 2 Special Shares to be redeemed the Redemption Amount thereof on presentation and surrender at the registered office of the Company or any other place designated in such notice of the certificates representing the Series 2 Special Shares called for redemption. Such payment shall be made by cheque payable at par at any branch of the Company’s bankers in Canada or by promissory note. If less than all of the Series 2 Special Shares represented by any certificate are redeemed the holder shall be entitled to receive a new certificate for that number of Series 2 Special Shares represented by the original certificate which are not redeemed. From and after the date specified for redemption in any such notice the holders of the Series 2 Special Shares called for redemption shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the Redemption Amount shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of shareholders shall remain unaffected. The Company shall have the right at any time after the mailing of notice of its intention to redeem any Series 2 Special Shares to deposit the Redemption Amount of the shares, either in cash or promissory note, so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or in any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Series 2 Special Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same. Upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Series 2 Special Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or such redemption date, as the case may be, shall be limited to receiving without interest their proportionate part of the total Redemption Amount so deposited against presentation and surrender of the said certificates held by them respectively and any interest on the registry books amount so deposited shall be for the account of the transfer agent Company. If any part of the Common Stocktotal Redemption Amount so deposited has not been paid to or to the order of the respective holders of the Series 2 Special Shares which were called for redemption within two years after the date upon which such deposit was made or the date specified for redemption in the said notice, and upon whichever is the later such action, all outstanding Right Certificates balance remaining in the said special account shall be null and void returned to the Company without any further action by prejudice to the rights of the holders of the shares being redeemed to claim the Redemption Amount without interest from the Company.

Redemption. (a) The Board maySubject to the provisions of paragraph 2(e) hereof, at its option, on not less than thirty (30) days notice given at any time prior to after one year from the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Datedate hereof, the Close of Business on Warrants may be redeemed, at the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all option of the then outstanding Rights Company, at a redemption price of $0.001 per Right Warrant, provided the Market Price of the Common Stock receivable upon exercise of the Warrant shall exceed $1.00 (the total amount paid "Target Price"), subject to any holder adjustment as set forth in Section 8(f) below. Market Price for the purpose of Rights to be rounded up this Section 8 shall mean the average of the closing high bid prices of the common stock for five consecutive trading days ending on the third day prior to the nearest $0.01)date on which notice is given, which notice shall be mailed no later than five days thereafter. The closing price for each day shall be the last sale price regular way or, in case no such reported sale takes place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on such exchange, the average of the highest reported bid and lowest reported asked prices as reported by Nasdaq, or other similar organization if Nasdaq is no longer reporting such amount may be appropriately adjusted to reflect any stock splitinformation, reverse stock splitor if not so available, stock dividend, reclassification or similar transaction effected the fair market price as determined by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)Board of Directors. (b) Immediately upon If the action conditions set forth in Section 8(a) are met, and the Company desires to exercise its right to redeem the Warrants, it shall mail a notice of redemption to each of the Board directing Registered Holders of the Company Warrants to make be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the Rightsdate fixed for redemption, evidence of which (iii) the place where the Warrant Certificates shall have been filed with be delivered and the Rights Agentredemption price paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (New York time) on the only right thereafter of business day immediately preceding the holders of Rights shall be to receive date fixed for redemption. The date fixed for the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsWarrant shall be the Redemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, Holders of the Warrants shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price. (e) From and after the Redemption Date specified for, the Company shall give shall, at the place specified in the notice of such redemption redemption, upon presentation and surrender to the Rights Agent and Company by or on behalf of the Registered Holder thereof of one or more Warrant Certificates evidencing Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such Holder a sum in cash equal to the redemption price of each such holder of Warrant. From and after the then outstanding Rights by mailing such notice to the Rights Agent Redemption Date and to each such holders at such holder’s last address as it appears upon the registry books deposit or setting aside by the Company of a sum sufficient to redeem all the Rights AgentWarrants called for redemption, orsuch Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates, prior except the right to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the receive payment of the Redemption Price will be maderedemption price, unless such notice is mailed together with such payment. In shall cease. (f) If the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption shares of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment Company's Common Stock are subdivided or combined into a greater or smaller number of the Redemption Price to each registered holder shares of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates the Target Price shall be null and void without any further action proportionally adjusted by the Companyratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption. A. On or after the Effective Date, each Limited Partner (aother than the General Partner ) shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”) unless the terms of such OP Units or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. The Board Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner on the Specified Redemption Date. B. Notwithstanding Section 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, at in its optionsole and absolute discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter) elect to assume and satisfy the General Partner’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall give such Tendering Partner written notice of its election on or before the close of business on the fifth Business Day after the its receipt of the Notice of Redemption, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the earlier acceptance of (x) the Close of Business on Cash Amount or REIT Shares Amount by such Tendering Partner. Assuming the tenth (10th) calendar day after General Partner exercises its option to deliver REIT Shares, the Stock Acquisition Date (orGeneral Partner shall retain or contribute the Tendered Units to the General Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the tenth (10th) calendar day following Charter or the Stock Acquisition Date occurs before the Record DateBylaws, the Close of Business on Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Record Date) or Tendering Partner. Notwithstanding any delay in such delivery (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directedbut subject to Section 8.6.E), the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided Tendering Partner shall be deemed giventhe owner of such REIT Shares for all purposes, whether including without limitation, rights to vote or not consent, and receive dividends, as of the holder receives Specified Redemption Date. In addition, the notice. Each such notice of redemption will state the method by REIT Shares for which the payment of Partnership Units might be exchanged shall also bear a legend which generally provides the Redemption Price will be madefollowing: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, unless such notice is mailed together with such paymentAMONG OTHERS, OF THE COMPANY’S MAINTENANCE OF ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). In the case of a redemption permitted under Section 22(a)SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY’S CHARTER, the Company may, at its option, discharge all of its obligations with respect to the Rights by (1) NO PERSON (OTHER THAN AN EXCEPTED HOLDER) MAY BENEFICIALLY OR CONSTRUCTIVELY OWN OR BE DEEMED TO OWN BY VIRTUE OF THE ATTRIBUTION PROVISIONS OF THE CODE (i) issuing a press release announcing the manner of redemption of the Rights THE COMPANY’S SHARES OF COMMON STOCK IN EXCESS OF 9.8% (with prompt written notice thereof to the Rights AgentBY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) and OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY OR (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent orSHARES OF THE COMPANY IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SHARES OF THE COMPANY; (2) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES THAT WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (3) NO PERSON MAY TRANSFER SHARES IF SUCH TRANSFER WOULD RESULT IN THE SHARES OF COMMON STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. AN “EXCEPTED HOLDER” MEANS A PERSON FOR WHOM AN EXCEPTED HOLDER OWNERSHIP LIMIT HAS BEEN CREATED BY THE COMPANY’S CHARTER OR BY THE BOARD OF

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier close of (x) the Close of Business business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Flip-in Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, elect to redeem all (but not less than all of all) the then outstanding Rights at a redemption price the Redemption Price. The Company may, at its option, pay the Redemption Price in cash, 38 securities of $0.001 per Right (the total amount paid to Company or any holder other form of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected consideration deemed appropriate by the Company occurring after Board of Directors of the date (such redemption price being hereinafter referred to as the “Redemption Price”)Company. (b) Immediately upon the action of the Board directing of Directors of the Company electing to make redeem the Rights (or, if the resolution of the Board of Directors electing to redeem the Rights states that the redemption will not be effective until the occurrence of a specified future time or event, upon the Rightsoccurrence of such future time or event), evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and each Right will thereafter represent only the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly after the above action of the Board directing the Company to make such redemption of redeem the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder holders of the then outstanding Rights by mailing such notice to in accordance with Section 5.9. (c) If the Rights Agent Company shall at any time after the date of this Agreement (i) pay any dividend on Common Stock in shares of Common Stock, (ii) subdivide or split the outstanding shares of Common Stock into a greater number of shares or (iii) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock, then and to in each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of event the Redemption Price will shall be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of adjusted so that the Redemption Price to each registered holder of after such event shall equal the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, Redemption Price immediately prior to such event multiplied by a fraction, the Distribution Date, on denominator of which is the registry books number of shares of Common Stock outstanding immediately after such event and the transfer agent numerator of which is the number of shares of Common Stock, and upon Stock outstanding immediately prior to such action, all outstanding Right Certificates shall be null and void without any further action by the Companyevent.

Redemption. (a) The Board may, at its option, at any time prior 3.1 Subject to the earlier of (x) minimum holding requirement set forth in the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all Constitution of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to Fund, any holder of Rights Shares may. request the Fund to be rounded up (and the Fund shall, subject to the nearest $0.01)Prospectus or the Constitution, be obliged to) redeem all or any of the Shares which he/she/it holds by completing and submitting to the Fund or the Manager redemption notice form(Part 3.7 of Section A) ) to that effect. 3.2 The redemption of Participating Shares shall be made in accordance with such procedures as such amount the Board of Directors of the Fund may determine PROVIDED that the Fund shall not in any event be appropriately adjusted required to reflect redeem any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected Participating Shares on any Dealing Day unless the Redemption Notice has been received by the Company occurring after Fund or its duly authorised agent O N E (1) Business Days prior the date (Dealing Day or by such redemption price being hereinafter referred to time and day as the “Board shall specify PROVIDED ALWAYS that the Fund shall not give effect to a Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make Notice where the redemption of Participating Shares has been suspended in accordance with section 26 of the RightsProspectus or with the Constitution. 3.3 The Fund or the Manager shall within 10 Business Days of the relevant Dealing Day on w h i c h t h e request for redemption has been effected pay to Investors the Redemption Proceeds. 3.4 Redemption Proceeds will be paid by telegraphic transfer to a nominated bank account, evidence or by crossed cheque sent by ordinary post. 3.5 If an applicant is resident outside Mauritius, the Fund may deduct an amount equal to the excess of the expenses actually incurred over the amount of expenses which shall would have been filed incurred if the applicant had been resident in Mauritius. 3.6 The redemption proceeds and all other payments by the Fund to applicant shall be paid by telegraphic transfer as follows (to be completed by the applicant) or by crossed cheque sent by ordinary post. As part of the Fund’s compliance with the Rights Agent, and without any further action and without any noticeAnti-Money Laundering Legislation, the right to exercise Fund or the Rights will terminate Manager may require detailed verification of the applicant’s identity and the only right thereafter source of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice subscription amount. If the applicant’s bank is mailed together with such payment. In unable to wire the case of a redemption permitted under Section 22(a)funds as per the specifications mentioned above, the Company may, at its option, discharge all of its obligations Fund or the Manager will require the applicant’s bank to confirm in writing that the funds were wired from a bank account held with respect to them in the Rights by (i) issuing a press release announcing the manner of redemption name of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyapplicant.

Redemption. 3.1 If and for so long as they are held in escrow hereunder, the Option Shares shall be subject to redemption by the Company from time- to-time on a one-for-one basis as the Covered Options are exercised as set forth herein. In this regard: 3.1.1 If and as those Covered Options which are or become vested are exercised from time-to-time, the Company shall have the right to, and the parties intend that the Company shall, redeem from the Shareholders, pro rata in accordance with the respective number of Option Shares deposited by the Shareholders, an aggregate number of Option Shares equal to the number of shares of Common Stock being purchased by such Covered Option exercise. The Redemption Price of a given Option Share (ai.e., the amount payable upon its redemption hereunder), which will be payable by the Company upon exercise of a Covered Option and redemption of a corresponding number of Option Shares, shall be equal to the exercise price per share under the Covered Option whose exercise gives rise to the redemption in question. 3.1.2 The Company shall give to the Shareholders a written notice (a "Redemption Notice") The Board mayin connection with each redemption of Option Shares pursuant hereto. Each Redemption Notice shall, as to each Covered Option then being exercised, (i) certify that said Covered Option was fully vested, had not lapsed or expired, and was validly and properly exercised, except for any such requirements which are waived with respect to such option by the Company's board of directors or its option committee; (ii) identify the person exercising the same, the number of shares of stock being purchased pursuant thereto and the option exercise price per share thereunder; and (iii) state the number of Option Shares being redeemed and the applicable Redemption Price (in total and per share). 3.1.3 Each redemption shall occur as described in its respective Redemption Notice, unless the Shareholders object in good faith in writing stating the basis for such objection, at its option, at any time prior to the earlier principal office of (x) the Close of Business Company on the tenth (10th) calendar business day after the Stock Acquisition Date (ordate the Shareholders are given the Redemption Notice. If the Shareholders so object to a redemption, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct then the Company to, and if directed, shall neither effect the Company shall, redeem all but not less than all closing of the then outstanding Rights at a redemption price of $0.001 per Right (in question nor release the total amount paid to any holder of Rights to be rounded up affected Option Shares to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected Shareholders until the dispute is resolved by the Company occurring mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the date (such redemption price being hereinafter referred to as the “Redemption Price”)time for appeal has expired and no appeal has been perfected. (b) Immediately upon the action of the Board directing the Company to make the 3.1.4 At each redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rightsclosing hereunder, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof transfer to the Rights AgentCompany's order (including, if applicable, appropriately filling in and dating the necessary Assignments Separate From Certificate) and/or cancel the correct number of shares and (ii) mailing pay to the Shareholders the aggregate Redemption Price for the shares so transferred and/or canceled either by personal delivery of a check to Shareholders or by wire transfer in accordance with the Shareholders' instructions, the payment method to be at the election of the Redemption Price to Shareholders. 3.1.5 The parties intend that the Company shall exercise the corresponding redemption right set forth in this Section 3 reasonably promptly after each registered holder valid exercise of a vested Covered Option. However, the failure of the Rights at each Company to timely exercise a redemption right hereunder following the valid exercise of a vested Covered Option shall not result in a waiver by the Company of such holder’s last address redemption right or bar a later exercise of such redemption right except as provided in Section 7.1. 3.1.6 The Company shall redeem all Option Shares which it appears on has the registry books of the Rights Agent or, prior right to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action redeem under this Section 3 unless otherwise expressly approved by the Company's board of directors.

Redemption. (a) The Board may, This Warrant may be redeemed at its option, at any time prior to the earlier option of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid subject to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected adjustment in good faith by the Company occurring after Company’s Board of Directors in the date event of stock splits or other events described in Section 3.1 or 3.2 above) (such redemption price being hereinafter referred to as the “Redemption Price”). , per Warrant Share at any time after the date hereof provided that (bi) Immediately upon the action average closing bid price of the Board directing Common Stock as reported by the Company to make National Association of Securities Dealers Automated Quotation (“NASDAQ”) or the redemption of the RightsOTC Bulletin Board, evidence of which shall have been filed with $ [ which shall be 200% of the Rights AgentPurchase Price] for fifteen (15) consecutive trading days (a “Triggering Event”) during a period ending within five (5) business days prior to the Redemption Notice Date (as defined below) (subject to adjustment in good faith by the Company’s Board of Directors in the event of any stock splits or other events described in Section 3.1 or 3.2 above); provided, that at any time after the Redemption Notice Date (as defined below) and prior to the Redemption Date (as defined below) the Holder may exercise this Warrant, provided, further, in the event that the Redemption Notice Date is prior to the six (6) months after the date hereof, the Commencement Date shall be deemed to be the Redemption Notice Date, and without notwithstanding anything herein or in the Purchase Agreement to the contrary, after such date the Holder may exercise this Warrant at any further action and without any noticetime prior to the Redemption Date. The Company shall provide written notice of redemption which shall specify the Redemption Date (the “Notice of Redemption”) to the Holder not later than five (5) business days after a Triggering Event. On or after the date fixed for redemption (the “Redemption Date”) which shall be no less than thirty (30) days after the date that the Notice of Redemption is sent to the Holder (the “Redemption Notice Date”), the right Holder shall have no rights with respect to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be this Warrant except to receive the Redemption Price for each Right so held. Promptly after the action upon surrender of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companythis Warrant Certificate.

Redemption. (a) The Board may, at its option, at any time prior Bonds shall not be subject to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)special redemption. (b) Immediately upon The Bonds shall be subject to redemption by the action Issuer, in whole but not in part, at the option of the Board directing the Company to make the redemption of the RightsIssuer, evidence of which shall have been filed with the Rights Agent, and without on any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly Payment Date on or after the action earlier of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing seven years after the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) Closing Date and (ii) mailing payment of the Payment Date after which the Pool Principal Balance with respect to such Payment Date, is 35% or less than the Initial Pool Principal Balance, on the terms and conditions specified in this subsection (b) at the Redemption Price plus all amounts due to each registered holder MBIA pursuant to the Insurance Agreement. If the Issuer elects to so redeem the Bonds, it shall, no later than 30 days prior to the Payment Date selected for such redemption, deliver notice of such election to the Trustee and MBIA, together with the Redemption Price therefor plus all amounts due to MBIA pursuant to the Insurance Agreement to be deposited in the Distribution Account. (c) The Bonds will be subject to mandatory redemption and retirement by the Issuer at the Redemption Price in the event that the Master Servicer or the Insurer exercises its option to purchase all of the Rights at each remaining Pledged Mortgages. Such option may be exercised by the Master Servicer (or if the Master Servicer fails to exercise such holder’s last address as it appears option, by MBIA) on any Payment Date after the registry books Payment Date with respect to which the Pool Principal Balance is equal to 10% or less of the Rights Agent orInitial Pool Principal Balance. To exercise such option, the Master Servicer or MBIA, as the case may be, must solicit and turn over to the Trustee at least three bids or the remaining Pledged Mortgages each from a Person that is not an affiliate of the Master Servicer or MBIA. The Trustee shall accept the highest such bid submitted provided, further, that the price to be paid for the remaining Pledged Mortgages shall not be less than the Redemption Price, plus all amounts due to MBIA pursuant to the Insurance Agreement and plus all other amounts due by the Issuer to, the Trustee, the Master Servicer, Redwood and plus the amount of any other claims against the Issuer then outstanding, regardless of whether said claims are X-1 122 enforceable in a court of law or equity. In addition, in order to exercise the option to purchase the remaining Pledged Mortgages, in the manner set forth above, prior to soliciting such bids, the Distribution DateMaster Servicer or MBIA shall provide the Issuer with notice 90 days' prior to their exercise of such options. (d) In effecting any redemption pursuant to subsections (b) or (c), concurrent with the notice provided for therein, the Issuer shall deliver an Issuer Order directing the Trustee to effect such redemption, any certification and opinion required pursuant to Section 11.01 and a form of redemption notice. All Bonds so redeemed shall be due and payable on such Redemption Date upon the registry books giving of the transfer agent notice thereof required by Section 10.02. (e) If the Issuer elects to retain and resell the Bonds, other than to an affiliate, following any redemption pursuant to subsection (b) of this Section 10.01, the Common Stock, and upon such action, all outstanding Right Certificates Issuer shall be null required to provide, as a condition precedent to such sale, the opinion set forth in Section 2.12(c) with such modifications thereto as shall be acceptable to MBIA provided that no MBIA Default shall have occurred and void without any further action by the Companybe continuing.

Redemption. A. On or after the Effective Date, each Limited Partner (aother than the General Partner ) shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”) unless the terms of such OP Units or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. The Board Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner on the Specified Redemption Date. B. Notwithstanding Section 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, at in its optionsole and absolute discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter) elect to assume and satisfy the General Partner’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall give such Tendering Partner written notice of its election on or before the close of business on the fifth Business Day after the its receipt of the Notice of Redemption, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the earlier acceptance of (x) the Close of Business on Cash Amount or REIT Shares Amount by such Tendering Partner. Assuming the tenth (10th) calendar day after General Partner exercises its option to deliver REIT Shares, the Stock Acquisition Date (orGeneral Partner shall retain or contribute the Tendered Units to the General Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the tenth (10th) calendar day following Charter or the Stock Acquisition Date occurs before the Record DateBylaws, the Close Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6.E), the Tendering Partner shall be deemed the owner of Business on the Record Date) such REIT Shares for all purposes, including without limitation, rights to vote or (y) the Close of Business on the Final Expiration Date, direct the Company toconsent, and if directedreceive dividends, as of the Specified Redemption Date. In addition, the Company shallREIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, redeem AMONG OTHERS, OF THE COMPANY’S MAINTENANCE OF ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY’S CHARTER, (1) NO PERSON (OTHER THAN AN EXCEPTED HOLDER) MAY BENEFICIALLY OR CONSTRUCTIVELY OWN OR BE DEEMED TO OWN BY VIRTUE OF THE ATTRIBUTION PROVISIONS OF THE CODE (i) THE COMPANY’S SHARES OF COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY OR (ii) SHARES OF THE COMPANY IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SHARES OF THE COMPANY; (2) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES THAT WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (3) NO PERSON MAY TRANSFER SHARES IF SUCH TRANSFER WOULD RESULT IN THE SHARES OF COMMON STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. AN “EXCEPTED HOLDER” MEANS A PERSON FOR WHOM AN EXCEPTED HOLDER OWNERSHIP LIMIT HAS BEEN CREATED BY THE COMPANY’S CHARTER OR BY THE BOARD OF DIRECTORS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP PROVIDED IN (I), (II) OR (III) ABOVE ARE VIOLATED, THE SHARES REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A CHARITABLE TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, IF THE OWNERSHIP RESTRICTION PROVIDED IN (IV) ABOVE WOULD BE VIOLATED OR UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE CHARTER OF THE COMPANY SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE CHARTER OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to Tendered Units shall be rounded up delivered to the nearest $0.01)General Partner free and clear of all liens, as claims and encumbrances whatsoever and should any such amount may be appropriately adjusted liens, claims and/or encumbrances exist or arise with respect to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any noticeTendered Units, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights General Partner shall be under no obligation to receive acquire the Redemption Price for each Right so heldsame. Promptly after Each Limited Partner further agrees that, in the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address event any state or local property transfer tax is payable as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books a result of the transfer agent for of its Tendered Units to the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether General Partner (or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(aits designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the Company mayprovisions of Section 8.6.A, at its option8.6.B, discharge all 8.6.C or any other provision of its obligations with respect to the Rights by this Agreement, a Limited Partner (i) issuing shall not be entitled to effect a press release announcing the manner of redemption of the Rights (with prompt written notice thereof Redemption for cash or an exchange for REIT Shares to the Rights Agent) extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) mailing payment shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of the Redemption Price to each registered holder of the Rights at each such holder’s last address as this Section 8.6.E, it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (i) all OP Units acquired by the General Partner pursuant thereto shall automatically, and without any further action required, be converted into and deemed to be General Partner Interests comprised of the same number and class of OP Units; (ii) without the consent of the General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than 1,000 OP Units or, if the Limited Partner holds less than 1,000 OP Units, all of the OP Units held by such Limited Partner; (iv) without the consent of the General Partner, each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the CompanyGeneral Partner for a distribution to its stockholders of some or all of its portion of such distribution; (v) the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended; and (vi) each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to any REIT Shares to be received in exchange for its Tendered Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. The Special Units shall be subject to mandatory redemption if the Management Agreement is terminated. The General Partner shall send notice of a Special Unit redemption within ten days after the General Partner sends or receives notice of termination of the Management Agreement. The redemption date shall be the date on which termination of the Management Agreement is effective. The redemption amount, to be paid in cash or by wire transfer on the redemption date, shall be equal to three times the average annual amount of Incentive Distributions distributed or distributable in respect of the Special Units during the prior 24-month period preceding the redemption date, calculated as of the end of the most recently completed Current Quarter prior to the redemption date; provided, that if the Management Agreement is terminated by the General Partner for cause, the aggregate redemption amount shall be $100. Upon any such redemption, the Special Units will also be entitled to receive any Incentive Distributions distributable with respect to periods through the redemption date. If such distribution amounts cannot be calculated on or by the redemption date, they shall be calculated and paid as promptly as possible thereafter, but in no event later than 30 days after the redemption date.

Redemption. (a) The Board maySubject to notice as hereinafter set forth, the Warrants may be redeemed at its option, at any time prior to the earlier option of (x) the Close of Business on the tenth (10th) calendar day Company beginning two months after the Stock Acquisition Separation Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 ____ per Right Warrant (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01"Redemption Price"), provided that the closing sale price, or if none, the closing bid price, of the Common Stock issuable upon exercise the Warrants as such amount may be appropriately adjusted to reflect reported by any stock splitexchange on which the Common Stock is listed or by NASDAQ, reverse stock split, stock dividend, reclassification or similar transaction effected by exceeds $____ per share on at least 20 days of the Company occurring after 30 consecutive trading days ending within 15 days of the date (such redemption price being hereinafter referred to as the “Redemption Price”)of mailing of notice of redemption. (b) Immediately upon Not less than 30 days nor more than 60 days prior to the action of the Board directing the Company to make the date fixed for any redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsWarrants, the Company shall give mail a notice of such redemption specifying the time and place thereof and the Redemption Price to the Rights Agent and each such holder registered holders of the then outstanding Rights by mailing such notice to Warrants called for redemption at their respective addresses as shown on the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Warrant Agent, or, prior . No failure to mail such notice nor any defect therein or in the Distribution Date, on mailing thereof shall affect the registry books validity of the transfer agent proceedings for such redemption except as to a holder (i) to whom the Common StockCompany has failed to mail such notice or (ii) whose notice was defective. Any notice which is mailed in An affidavit of the manner herein provided shall be deemed given, whether Warrant Agent or not of the holder receives Secretary or an Assistant Secretary of the notice. Each such Company that notice of redemption will state has been mailed shall, in the method absence of fraud, be prima facie evidence of the facts stated therein. (c) From and after the date specified for redemption, the Company shall, at the place specified in the notice of redemption, upon presentation and surrender to the Company by which the holder of Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such holder a sum in cash equal to the Redemption Price of such Warrants. From and after the date fixed for redemption and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, such Warrants shall expire and become void and all rights hereunder and under the Warrant certificates. except the right to receive payment of the Redemption Price will be madePrice, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companycease.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (xi) the Close close of Business business on the tenth Business Day (10thor such later date as may be determined by the Board pursuant to clause (i) calendar day after of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) or and (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the action of the Board directing the Company to make ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such each holder’s 's last address as it appears upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. . (c) In the case event of a redemption permitted under Section 22(a)of the Rights in accordance with this Agreement, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (in accordance with prompt written notice thereof to the Rights Agent) this Agreement and (ii) mailing payment of the Redemption Price to each the registered holder holders of the Rights at each such holder’s their last address addresses as it appears they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent of the Common StockShares, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board of Directors may, at its option, at any time prior to the earlier of (x) the Close of Business (i) on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (yii) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend or similar transaction effected by the Company occurring after the date of this Agreement (such redemption price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, pay the Redemption Price in cash, shares of its Common Stock (based on the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors and the Company shall not have any liability to any Person as a result of the redemption of Rights pursuant to the terms hereof. (b) Immediately upon the action of the Board directing of Directors of the Company redeeming the Rights pursuant to make the redemption of the RightsSection 23(a) hereof, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors, redeeming the Company Rights pursuant to make such redemption of the RightsSection 23(a) hereof, the Company shall give notice of such redemption to the Rights Agent and each such holder the registered holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Company maintained by the Company, the Rights Agent, or, prior to the Distribution Date, on the registry books of Agent or the transfer agent for the Common Stock, as the case may be. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company.

Redemption. (a) The Board of Directors may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01)Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification dividend declared or paid on the Common Shares in Common Shares or any subdivision or combination of the outstanding Common Shares or similar transaction effected by the Company event occurring after the date of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the “"Redemption Price”"). The Rights may be redeemed only until the earliest to occur of (i) 5:00 P.M., Cleveland, Ohio time, on the calendar day after the Share Acquisition Date or (ii) the Final Expiration Date. (b) Immediately upon the action of the Board directing the Company to make of Directors ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors ordering the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to each all such holders at such holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent, Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockShares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, unless such notice is mailed together acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 or in connection with such paymentthe purchase of Common Shares prior to the Distribution Date. In the case of a redemption permitted under Section 22(a), the -------------------------------------------------------------------------------- (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of pay the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears in cash, Common Shares (based on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Fair Market Value of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without Shares as of the time of redemption) or any further action other form of consideration considered appropriate by the CompanyBoard of Directors.

Redemption. (a) The Board Commencing on the Initial Warrant Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants at its optionten cents ($.10) per Warrant, at provided, however, that before any time such call for redemption of Warrants can take place, the average closing sale price for the Common Stock as reported by Amex, if the Common Stock is then traded on Amex, (or the average closing bid price, if the Common Stock is then traded on Nasdaq) shall have equaled or exceeded $20.00 per share, for any twenty (20) trading days within a period of thirty (30) consecutive trading days ending on the fifth trading day prior to the earlier date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification splits or other similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to events as the “Redemption Price”provided in Section 8 hereof). (b) Immediately upon In case the action Company shall exercise its right to redeem all of the Board directing Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to make be delivered to Security Capital Trading, Inc. a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which shall have been filed with in no event be less than thirty (30) days after the Rights Agentdate of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:30 p.m. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the holders of Rights shall be proceedings for such redemption except as to receive the Redemption Price for each Right so helda holder (a) to whom notice was not mailed or (b) whose notice was defective. Promptly after the action An affidavit of the Board directing Warrant Agent or the Secretary or Assistant Secretary of the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such that notice of redemption will state has been mailed shall, in the method by which the payment absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Price will be made, unless such notice is mailed together with such paymentDate. In the case of a The redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect price payable to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates Registered Holders shall be null and void without any further action by the Companymailed to such persons at their addresses of record.

Redemption. (a) The Board mayCorporation, at its option, at any time prior may redeem (to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but extent that such redemption shall not less than all violate any applicable provisions of the then outstanding Rights laws of the State of Delaware) all or a portion of the shares of Series B Preferred Stock at a redemption price of $0.001 5,000 per Right share (subject to adjustment in the total amount paid to any holder event of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock splitdividend, reverse stock split, stock dividenddistribution or combination with respect to such shares), reclassification plus an amount equal to any dividends thereon cumulated or similar transaction effected by the Company occurring after the date accrued but unpaid, whether or not declared (such redemption price being amount is hereinafter referred to as the “"Redemption Price”"), from time to time after the fourth anniversary of the Initial Issuance Date (any such date of redemption is hereafter referred to as a "Redemption Date"), if prior to such redemption all accrued but unpaid dividends on all outstanding shares of Series B Preferred Stock have been paid, provided, however, that, without the written consent of the holders of a majority of the outstanding shares of Class A Preferred Stock, the Corporation shall not redeem any shares of Class B Preferred Stock so long as any shares of Class A Preferred Stock remain outstanding. (b) Immediately upon In the action event of any redemption of only a part of the Board directing then outstanding Series B Preferred Stock, the Company Corporation shall effect such redemption pro rata among the holders thereof (based on the number of shares of Series B Preferred Stock held on the date of notice of redemption). (c) At least thirty (30) days prior to make any proposed Redemption Date, written notice shall be mailed, postage prepaid, to each holder of record of Series B Preferred Stock to be redeemed, at his or its post office address last shown on the redemption records of the RightsCorporation, evidence notifying such holder of the number of shares so to be redeemed, specifying the Redemption Date and the date on which such holder's conversion rights (pursuant to Section 5 hereof) as to such shares terminate and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, his or its certificate or certificates representing the shares to be redeemed (such notice is hereinafter referred to as the "Redemption Notice"). On or prior to each Redemption Date, each holder of record of Series B Preferred Stock to be redeemed shall surrender his or its certificate or certificates representing such shares to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Redemption Date, unless there shall have been filed with a default in payment of the Rights AgentRedemption Price, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter all rights of the holders of Rights shall be the Series B Preferred Stock designated for redemption in the Redemption Notice as holders of Series B Preferred Stock of the Corporation (except the right to receive the Redemption Price for each Right so held. Promptly after upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the action of the Board directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights AgentCorporation or be deemed to be outstanding for any purpose whatsoever. (d) Except as provided in paragraph (a) above, or, prior the Corporation shall have no right to redeem the Distribution Date, on the registry books shares of the transfer agent for the Common Series B Preferred Stock. Any notice which is mailed in the manner herein provided shares of Series B Preferred Stock so redeemed shall be permanently retired, shall no longer be deemed given, whether or outstanding and shall not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will under any circumstances be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stockreissued, and upon the Corporation may from time to time take such action, all outstanding Right Certificates shall appropriate corporate action as may be null and void without any further action by necessary to reduce the Company.amount of

Redemption. (a) The Board mayCompany shall redeem, at its optionthe Redemption Price, any and all outstanding shares of Preferred Stock of each Investor on the Redemption Date. (b) The Company shall redeem, at the Redemption Price, the outstanding shares of Preferred Stock of each Investor, in whole or in part at the option of such Investor, upon the occurrence of any of the following: (i) a Sale of the Company, (ii) a Key Person Event, (iii) an Event of Noncompliance or (iv) the failure of the covenants contained in ARTICLES V, VI or VII to be effective and applicable in respect of the Preferred Stock (each, a “Mandatory Redemption Event”). The Company shall give written notice to the Investors of (A) the expected occurrence of any Mandatory Redemption Event arising under clause (i) of the definition thereof not less than 30 nor more than 60 days prior to the proposed closing date thereof, describing in reasonable detail such transaction, including the proposed closing and payment date with respect thereto, and (B) the occurrence of a Key Person Event specified in clause (ii) above and an Event of Noncompliance specified in clause (iii) above within ten days of obtaining Knowledge or receiving notice of such occurrence. To have shares of Preferred Stock redeemed, the holders thereof must give written notice to the Company after the occurrence of a Mandatory Redemption Event, demanding redemption and specifying the number of shares to be redeemed. With respect to the events specified in clause (i) of the definition of “Mandatory Redemption Event,” each Investor must deliver such notice to the Company within twenty days after receiving notice from the Company as to any such event. Upon receipt of any proper redemption demand from an Investor, the Company covenants and agrees that it will redeem the shares of Preferred Stock or the portion thereof held by such Investor subject to redemption. The closing date for any redemption due to the occurrence of an event specified in clause (i) of the definition of “Mandatory Redemption Event” shall not be later than the closing date of such event. The closing date for a redemption due to any other Mandatory Redemption Event shall occur within ten Business Days of the Company’s receipt of the redemption demand. The obligation of the Company to redeem the Preferred Stock pursuant to this Section 2.7(b) is subject to the occurrence of the Mandatory Redemption Event in respect of which such offers and acceptances shall have been made. In the event that such Mandatory Redemption Event does not occur on or prior to the proposed redemption date in respect thereof, the redemption shall be deferred until and shall be made upon the date on which such Mandatory Redemption Event occurs. The Company shall keep each Investor reasonably and timely informed of (i) any such deferral of the date of redemption, (ii) the date on which such Mandatory Redemption Event and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Mandatory Redemption Event have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section in respect of such Mandatory Redemption Event shall be deemed rescinded). (c) To the extent the Company shall have funds legally available for such payment, the Company shall have the right at any time and from time to time, upon the notice provided for below, to redeem, at the Redemption Price, the outstanding shares of Preferred Stock in whole or in part; provided that if less than all of the outstanding shares of Preferred Stock are to be redeemed, the Company shall redeem a pro rata portion of each Investor’s shares of Preferred Stock. In the event of such an optional redemption, the Company shall give the Investors irrevocable (other than as provided below) written notice of such redemption not less than forty-five days prior to the redemption date, specifying (i) the redemption date, (ii) the number of shares of Preferred Stock to be redeemed on such date, (iii) the redemption price, (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price, (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date, and (vi) stating that such redemption is to be made pursuant to this Section 2.7(c); provided, however, that the Company may withdraw such offer at any time prior to the earlier redemption date so long as any of the rights of any Investor shall not have been prejudiced in any material respect by reliance upon such offer of redemption. (xd) In addition to the optional redemption rights provided in Section 2.7(c), in the event that (1) the Close of Business on Company requests, in writing, that the tenth Investors consent to a contemplated Acquisition that otherwise does not constitute a Permitted Acquisition, (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y2) the Close Company gives at least 20 days prior written notice of Business on such contemplated Acquisition prior to the Final Expiration Date, direct consummation thereof and the Company toprovides prior to consummation of such contemplated Acquisition all financial and due diligence information regarding the contemplated Acquisition reasonably requested by the Investors prior to such consummation, (3) the Required Investors notify the Company, in writing, that they will not provide such consent and if directed(4) the Company actually consummates such Acquisition, to the extent the Company shall have funds legally available for such payment, the Company shallshall have the right, redeem all upon the notice provided for below, to redeem, at the Redemption Price, the outstanding shares of Preferred Stock in whole but not less than all in part. In the event of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”). (b) Immediately upon the action of the Board directing the Company to make the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the Rightsan optional redemption, the Company shall give the Investors irrevocable (other than as provided below) written notice of such redemption not more than ten days following the consummation of such Acquisition, specifying (i) the redemption date, which shall not be more than 30 days following the consummation of such Acquisition, (ii) the number of shares of Preferred Stock to be redeemed on such date, (iii) the Rights Agent and each redemption price, (iv) the place or places where certificates for such holder shares are to be surrendered for payment of the then outstanding Rights by mailing redemption price, (v) that dividends on the shares to be redeemed will cease to accrue on such notice redemption date, and (vi) stating that such redemption is to be made pursuant to this Section 2.7(d); provided, however, that the Rights Agent and to each Company may withdraw such holders offer at such holder’s last address as it appears upon the registry books of the Rights Agent, or, any time prior to the Distribution Date, on the registry books redemption date so long as any of the transfer agent rights of any Investor shall not have been prejudiced in any material respect by reliance upon such offer of redemption. (e) With respect to any shares of Preferred Stock to be redeemed or repurchased under this Section 2.7 , the Company shall pay to the Investors holding the Preferred Stock being redeemed or purchased an amount in cash equal to the Redemption Price of the Preferred Stock being redeemed or purchased. The Company also shall pay in cash to the Investors holding Preferred Stock at the time of such redemption all accrued and unpaid fees, charges and other amounts owed by any Company Party to such Investors pursuant to the Investment Documents. If the Company is unable or shall fail to discharge its obligation to redeem all outstanding shares of Preferred Stock at the time required pursuant to this Section 2.7 (excluding, for the Common Stock. Any notice which purposes of clarity, where the Company is mailed permitted to rescind or cancel any redemption as permitted herein), (i) the Company shall discharge such redemption or purchase obligation as soon thereafter as possible and the amounts payable in connection with such redemption or purchase shall bear interest as provided in the manner herein provided shall be deemed givenCertificate of Designations, whether or not from and after the holder receives date redemption is required pursuant to this Section 2.7. (f) Upon the notice. Each such notice redemption of redemption will state the method by which the shares of Preferred Stock and payment of the Redemption Price will be maderedemption price therefor, unless dividends shall no longer accrue on such notice is mailed together with such paymentshares of Preferred Stock hereunder. In case fewer than all the case shares represented by any certificate representing shares of Preferred Stock are redeemed, a redemption permitted under Section 22(a), new certificate shall be issued representing the Company may, at its option, discharge all of its obligations with respect unredeemed shares without cost to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the CompanyInvestor.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of (x) the Close of Business Commencing on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Initial Warrant Redemption Date, the Close of Business Company may, on the Record Datethirty (30) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shalldays' prior written notice, redeem all all, but not less than all all, the Warrants at ten cents ($.10) per Warrant, provided, however, that before any such call for redemption of Warrants can take place, the last closing sale price for the Common Stock as reported by Nasdaq, (or the last closing sale price, if the Common Stock is then traded on the Nasdaq National Market or on a national securities exchange) shall have equaled or exceeded $8.50 per share (250% of the then outstanding Rights initial public offering price per share of Common Stock which assumes, for purposes of this Agreement that the initial public offering price per share of Common Stock is $3.40 per share) (subject to adjustment in the event of any stock splits or other similar events as provided in Section 8 hereof) for at a redemption price of $0.001 per Right least twenty (20) consecutive trading days ending on the total amount paid to any holder of Rights to be rounded up third day prior to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected date on which the notice contemplated by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)b) and (c) below is given. (b) Immediately upon In case the action Company shall exercise its right to redeem all of the Board directing Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants by mailing to such Registered Holders a notice of redemption, first-class mail, postage pre-paid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provide herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than five (5) business days prior to the mailing to the Registered Holders of the notice of redemption, the Company shall deliver or cause to make be delivered to the Underwriter a similar notice telephonically and confirmed in writing, and if the Underwriter is engaged as the Warrant solicitation agent, the Company shall also cause to be delivered to the Underwriter a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which shall have been filed with in no event be less than thirty (30) days after the Rights Agent, and without any further action and without any date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, (iv) that the Underwriter shall receive the commission contemplated by Section 4(b) hereof; and (v) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the holders proceedings for such redemption except as to a holder (a) to whom notice was not mailed; or (b) whose notice was defective. An affidavit of Rights the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to receive such persons at their addresses of record. (e) If the Redemption Price Underwriter acts as the Warrant solicitation agent for each Right so held. Promptly after the action of the Board directing the Company to make such redemption of the RightsCompany, the Company shall give notice indemnify the Underwriter and each person, if any, who controls the Underwriter within the meaning of such redemption Section 15 of the Act or Section 20(a) of the Exchange Act against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from the registration statement or prospectus referred to in Section 5(b) hereof to the Rights Agent same extent and each such holder with the same effect (including the provisions regarding contribution) as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 7 of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, Underwriting Agreement. (f) Five business days prior to the Distribution Redemption Date, the Company shall furnish to the Underwriter, as the Warrant solicitation agent, (i) an opinion of counsel to the Company, dated such date and addressed to the Underwriter; and (ii) a "cold comfort" letter dated such date addressed to the Underwriter, signed by the independent public accountants who have issued a report on the registry books of Company's financial statements included in such registration statement, or if different, the transfer agent for Company's regular outside accountants at such time, in each case covering substantially the Common Stock. Any notice which is mailed same matters with respect to such registration statement (and the prospectus included therein) and, in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such payment. In the case of a redemption permitted under Section 22(a)such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (g) On and after the date fixed for redemption, the Company may, at its option, discharge all of its obligations Registered Holders shall have no rights with respect to the Rights by (i) issuing a press release announcing Warrants except to receive the manner $.10 per Warrant upon surrender of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companytheir Warrant Certificates.

Redemption. (a) The Board Commencing on the Initial Warrant Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants at its optionten cents ($.10) per Warrant, at PROVIDED, HOWEVER, that before any time such call for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by Nasdaq, if the Common Stock is then traded on Nasdaq, (or the average closing sale price, if the Common Stock is then traded on Amex) shall have equaled or exceeded $16.00 per share for any twenty (20) trading days within a period of thirty (30) consecutive trading days ending on the fifth trading day prior to the earlier date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification splits or other similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to events as the “Redemption Price”provided in Section 8 hereof). (b) Immediately upon In case the action Company shall exercise its right to redeem all of the Board directing Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to make be delivered to ▇▇▇▇▇ a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which shall have been filed with in no event be less than thirty (30) days after the Rights Agentdate of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:30 p.m. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the holders of Rights shall be proceedings for such redemption except as to receive the Redemption Price for each Right so helda holder (a) to whom notice was not mailed or (b) whose notice was defective. Promptly after the action An affidavit of the Board directing Warrant Agent or the Secretary or Assistant Secretary of the Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each such holders at such holder’s last address as it appears upon the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such that notice of redemption will state has been mailed shall, in the method by which the payment absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Price will be made, unless such notice is mailed together with such paymentDate. In the case of a The redemption permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect price payable to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates Registered Holders shall be null and void without any further action by the Companymailed to such persons at their addresses of record.