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 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 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 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 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 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 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 business 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 shallany Person becomes an Acquiring Person, redeem all but not less than all of 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 (such redemption price being hereinafter referred to as the “"Redemption Price”"); provided, however, that during the time period in which the Rights may be redeemed, the Board of Directors of the Company may extend the time during which the Rights may be redeemed for a time period as may be determined 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 the event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. The Company may, at is option, pay the Redemption Price in cash, Common Shares (based on the current market price at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) In addition, in the exercise of its sole discretion the Board of Directors of the Company may redeem all but not less than all of the then outstanding Rights at the Redemption Price following the occurrence of a Shares Acquisition Date but prior to any event described in Section 13(a) either (a) in connection with any event specified in Section 13(a) in which all holders of Preferred Share Units are treated alike and not involving (other than as a holder of Preferred Share Units being treated like all other such holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other Person in which such Acquiring Person, Affiliate or such Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate, or (b) following the occurrence of an event set forth in, and the expiration of any period during which the holder of Rights may exercise the rights under, Section 11(a)(ii) if and for as long as the Acquiring Person is not thereafter the Beneficial Owner 15% or more of the outstanding Common Shares, and at the time of redemption there are no other persons who are Acquiring Persons. (c) 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 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 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 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, 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 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 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 Company may, at its optionoption and with the approval of the Board, at any time prior to the earlier of (x) the Close of Business on the earlier of (i) the close of business on the tenth (10th) calendar day after the Stock Shares Acquisition Date and (or, if the tenth (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 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 herein referred to as the “Redemption Price”)) and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The date on which the Board elects to make the redemption effective shall be referred to as the “Redemption Date”. (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 terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days 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 Voting 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 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, shares of Voting 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) 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. (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. 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. (a) The Board mayIf the Remarketing Dealer has elected to purchase all of the outstanding Securities on any Remarketing Date pursuant to paragraph 2 of this reverse of Security, the Company and the Co-Obligor shall have the right to redeem the Securities, in whole or in part, from the Remarketing Dealer on such Remarketing Date, at its option, at any time prior a price equal to the earlier sum of (x) the Close of Business on the tenth applicable Dollar Price (10thas defined below) 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 and (y) the Close Call Price (as specified in the Remarketing Agreement) (the sum of (x) and (y) equaling the "Redemption Price") and by giving written notice of such election, including the amount of Securities to be so redeemed, to the Remarketing Dealer no later than the later of: (i) the Business on Day immediately prior to the Final Expiration relevant Determination Date, direct or (ii) if fewer than three Reference Corporate Dealers timely submit firm, committed bids in writing in accordance with subparagraph (a) of paragraph 5 of this reverse of Security, immediately after the deadline set by the Remarketing Dealer for receiving such bids has passed; provided that this clause (ii) shall not apply if the Company to, and if directedthe Co-Obligor have given notice to the Remarketing Dealer that such bids should not be solicited as provided in subparagraph (b) of paragraph 5 of this reverse of Security. In either such case, 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 Co-Obligor shall be to receive the pay such Redemption Price for each Right so heldthe specified amount of Securities in same-day funds by wire transfer on such Remarketing Date to an account designated by the Remarketing Dealer. Promptly after For purposes of calculating the action of the Board directing the Company to make such redemption of the RightsCall Price, 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 Remarketing Dealer shall be deemed given, whether or not to have made the holder receives request for the noticeCall Price on the date the Company and the Co-Obligor make their election to redeem the specified amount of Securities. Each such notice of redemption will state Unless the method by which Company and the Co-Obligor default in payment of the Redemption Price Price, on and after the applicable Remarketing Date, interest will be made, unless cease to accrue on the Securities or portions thereof called for redemption. Upon 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 Price, the outstanding principal amount 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 Securities shall be null and void without any further action by the Companyreduced accordingly.

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 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. 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 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 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. The Warrants shall be redeemable in whole or in part at the option of the Company at a price of $0.25 per Warrant until the Expiration Date upon notice to the Warrant Holder at any time on or after January 1, 1996 upon satisfaction of the following conditions: (a) The Board mayCompany's Common Stock shall be listed on the NASDAQ system or a national or regional securities exchange, at its option, at any time and shall have an average daily trading volume for the ninety (90) trading days prior to the earlier Notice of Redemption of at least one thousand (x1,000) 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”).shares; (b) Immediately upon The average bid price for the action Company's Common Stock for the ninety (90) trading days prior to the Notice of Redemption (calculated by summing the daily average bid prices and dividing by ninety (90) shall have been at least 133% of the Board directing Exercise Price at the date of the Notice of Redemption; (c) The average bid price for the Company's Common Stock for the five (5) trading days prior to the Notice of Redemption (calculated by summing the five (5) daily average bid prices and dividing by five (5)) shall have been at least 125% of the Exercise Price at the date of the Notice of Redemption; and (d) The Company shall provide the Warrant Holders with an Officer's Certificate certifying that all of the foregoing conditions have been satisfied. Partial redemption shall be made pro rata to all of the Warrants then outstanding, in proportion to the amount of Warrants held by each such Holder. Upon any redemption, the Holder shall deliver his Warrant to the Company for notation of partial redemption or cancellation if Redemption is made in full; such delivery shall be made no later than the date fixed for Redemption in the Company's notice thereof. Upon the close of business on such Redemption Date, the conversion privilege of the Warrant shall terminate to the extent of the redemption. If the Holder shall fail to deliver his Warrant to the Company upon Redemption, the Company may escrow sufficient funds to make the redemption Redemption, whereupon all rights of the RightsHolder with respect to the portion of this Warrant so redeemed, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, other than the right to exercise receive the Rights Redemption Price, shall terminate. Notice of Redemption shall be given by registered first-class mail, postage prepaid, mailed at least sixty (60) days before the Redemption Date to the Holder of this Warrant at his address appearing on the records of the Company. The Notice of Redemption shall state: (1) the Redemption Date, (2) the Redemption Price, (3) that on the Redemption Date the Redemption Price will become due and payable, (4) the Exercise Price, the date on which the right to Exercise the Warrant will terminate and the place where the Warrant may be surrendered for Exercise, and (5) the place where the Warrant is to be surrendered for payment of the Redemption Price. From and after any Redemption Date, this Warrant shall expire and the only right thereafter of the holders Holder of Rights this Warrant called for Redemption 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 Companyin full.

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 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 Class A 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 but not less than all of the then outstanding Rights Class A Warrants at a redemption price of ten cents ($0.001 .10) per Right Warrant; provided, however, that before any such call for redemption of the Class A Warrants can take place, the (i) average closing bid price for the total amount paid to Common Stock, as reported by the OTC Bulletin Board, or (ii) if not so quoted as reported by any holder other recognized quotation system on which the Common Stock is quoted, shall for any five (5) trading days within a period of Rights to be rounded up thirty (30) consecutive biding days ending or on the fifth (5th) trading day prior to the nearest date on which the notice contemplated by Sections 9(b) and 9(c) hereof is given, equaled or exceeded $0.01), as such amount may be appropriately adjusted 6.00 per share of Common Stock (subject to reflect adjustment in the event of 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 Class A Warrants, it shall give or cause to be given notice to the Company Registered Holders of the Class A Warrants, by mailing to make 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. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the Rightsdate fixed for redemption, 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 Class A Warrant Certificates 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 Class A 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 Rights, Class A Warrants shall be the "'Redemption Date" for purposes of this Agreement. 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 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 Class A Warrant shall terminate at 5: 00 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 Registered Holders shall be mailed to such persons at their addresses of record. (ie) issuing a press release announcing The Company shall as soon as practicable after the manner Redemption Date, and in any event within fifteen (15) months thereafter, make "generally available to its security holders" (within the meaning of redemption Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11 (a) of the Rights Act and covering a period of at least twelve (with prompt written notice thereof to the Rights Agent12) and (ii) mailing payment of 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, 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 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 may, at its option, at any time prior to Authorized Participant understands and agrees that Redemption Orders may be submitted only on days that the earlier of U.S. stock exchange where the Shares are principally listed (xas specified in the Prospectus) 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 “Listing Exchange”) is open for trading or business and that Shares of any holder of Rights to be rounded up to the nearest $0.01), as such amount Fund may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification redeemed only when one or similar transaction effected by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)more Creation Units are held in its account. (b) Immediately upon the action The Authorized Participant represents, warrants and agrees on behalf of itself and any party for which it acts (a “Participant Client”) that, as of the Board directing close of a Business Day on which it has placed any Redemption Order for the Company purpose of redeeming a Creation Unit of Shares of any Fund, it or the Participant Client, as the case may be, will own (within the meaning of Rule 200 of Regulation SHO) or have arranged to make borrow for delivery to the redemption Trust on or prior to the settlement date of the Rights, evidence Redemption Order the number of which shall have been filed with Shares of the Rights Agent, and without any further action and without any noticerelevant Fund to be redeemed as a Creation Unit. In either case, the Authorized Participant acknowledges that: (i) it has or if, applicable, its Participant Client has full legal authority and legal right to exercise tender for redemption the Rights will terminate and the only right thereafter requisite number of Shares of the holders of Rights shall be applicable Fund and to receive the Redemption Price for each Right so held. Promptly after the action entire proceeds 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 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 tendered there are no restrictions precluding the Redemption Price to each registered holder tender and delivery of the Rights at each such holder’s last address as it appears on the registry books Shares (including borrowed shares, if any) for redemption, free and clear of the Rights Agent or, prior to the Distribution Dateliens, on the registry books redemption settlement date. In the event that the Distributor and/or the Trust has reason to believe that the Authorized Participant does not own or have available for delivery the requisite number of Shares of the transfer agent relevant Fund to be redeemed as a Creation Unit to deliver by the settlement date, the Distributor and/or the Trust may require the Authorized Participant to deliver or execute supporting documentation evidencing ownership or its right to deliver sufficient Shares of the Common Stockrelevant Fund in order for the Redemption Order to be in good order and, if such documentation is not satisfactory to the Distributor and/or the Trust, in their reasonable discretion, the Distributor may reject the Redemption Order. Failure to deliver or execute the requested supporting documentation may result in the Authorized Participant’s Redemption Order being rejected as not in good order. In the event that the Authorized Participant receives Fund securities and upon cash (where applicable), the value of which exceeds the net asset value of the Creation Units of the applicable Fund redeemed at the time of redemption, the Authorized Participant agrees to pay, on the same business day it is notified, or cause the Participant Client to pay, on such actionday, all outstanding Right Certificates shall be null and void without any further action by to the Companyapplicable Fund an amount in cash equal to the difference.

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. (a) The Board mayNotes are subject to redemption in whole, but not in part, at the direction of the Seller pursuant to Section 8.01 of the Sale and Servicing Agreement, on any Distribution Date on which the Seller exercises its optionoption to purchase the assets of the Issuer pursuant to said Section, at any time prior and the amount paid by the Seller shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the earlier of (x) Master 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 Total Trustee Fees, all amounts owed to the Swap Counterparty and the unpaid principal amount of Business on the Record Date) Notes plus accrued and unpaid interest thereon. The Seller or (y) the Close Issuer shall furnish each Rating Agency and the Swap Counterparty, notice of Business on such redemption. If the Final Expiration Date, direct the Company to, and if directedNotes are to be redeemed pursuant to this Section, 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 Seller 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 Master Servicer, the Indenture Trustee, the Depositor, the Swap Counterparty 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 AgentRating Agencies, or, not fewer than 15 nor more than 30 days prior to the Distribution Date, on Redemption Date and the registry books of Issuer shall deposit one Business Day prior to the transfer agent for Redemption Date with the Common Stock. Any notice which is mailed Indenture Trustee 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 Note Payment Account the Redemption Price will of the Notes to be maderedeemed (all or a portion of which deposit may be made from Available Funds), unless whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice is mailed together complying with such payment. Section 10.02 to each Noteholder. (b) In the case event that the assets of a redemption permitted under the Issuer are purchased by the Seller pursuant to Section 22(a)8.01(a) of the Sale and Servicing Agreement, the Company may, at its option, discharge all of its obligations with respect to the Rights by amounts (i) issuing a press release announcing on deposit in the manner of redemption Note Payment Account shall be paid to the Noteholders up to the unpaid principal amount of the Rights (with prompt written notice thereof to the Rights Agent) Notes and all accrued and unpaid interest thereon and (ii) mailing payment owed to the Swap Counterparty shall be paid in full. If such amounts are to be paid to Noteholders pursuant to this Section, the Issuer shall, to the extent practicable, furnish or cause the Seller to furnish notice of such event to the Redemption Price to each registered holder of Depositor, the Rights at each such holder’s last address as it appears on Indenture Trustee, the registry books of Swap Counterparty and the Rights Agent orRating Agencies, not fewer than 15 nor more than 30 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 mayBeginning on June 8, 2001 this Warrant may be redeemed by the Company, upon not less than 20 days' prior written notice to the holder, at its optionthe redemption price of $.01 per share for every share of Common Stock purchasable upon exercise hereof at the time of such redemption (the "Redemption Price"), at any time if the closing bid price of the Common Stock has been equal to or greater than 200% of the then Exercise Price on each of the 10 consecutive trading days ending on the third day prior to the earlier day on which notice of redemption is given to the Registered Holder; provided, however, that this Warrant may be redeemed only if, on the first day of the aforementioned 10 consecutive trading days and thereafter at all times up to and including the date on which notice is given and the subsequent date fixed for redemption, (xi) this Warrant is exercisable into shares of Common Stock registered for resale under the Securities Act pursuant to an effective and current registration statement, and (ii) the Close of Business Common Stock subject to this Warrant is then listed on a national securities exchange, the Nasdaq National Market or the Nasdaq SmallCap Market or quoted on the tenth (10th) calendar day after OTC Bulletin Board or similar electronic trading facility. For purposes of this Section 4, "closing bid price" shall mean the closing bid price of the Common Stock Acquisition Date (as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the tenth (10th) calendar day following Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock Acquisition Date occurs before the Record Dateis listed is not its principal trading market, the Close of Business on closing bid price as furnished by the Record Date) NASD through the Nasdaq National Market or (y) the Close of Business on the Final Expiration DateNasdaq SmallCap Market, direct the Company toor, and if directedapplicable, 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 OTC Bulletin Board or similar transaction effected by the Company occurring electronic facility. This Warrant may not be redeemed unless each and every condition set forth in this Section 4 is satisfied. On and after the date (such of 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 holder shall have been filed with the Rights Agent, and without any further action and without any notice, only the right to receive $.01 per share of Common Stock purchasable upon exercise hereof at 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 time 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 Companyredemption.

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 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 Not less than all of the then outstanding Rights Placement Warrants may be redeemed, at the option of the Company, with the prior consent of EarlyBirdCapital, Inc., at any time while they are exercisable and prior to their expiration, at the office of the warrant agent, upon the notice referred to in the Warrant Agreement. Upon such redemption at the option of the Purchasers, the Purchasers may exercise their Placement Warrants on a redemption cashless basis, so long as such Placement Warrants are held by the Purchasers or their Affiliates. In such event, each Purchaser would pay the exercise price by surrendering the Placement Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Placement Warrants, multiplied by the difference between the exercise price of $0.001 per Right the Placement Warrants and the fair market value of an Ordinary Share by (y) the total amount paid to any holder fair market value of Rights to be rounded up an Ordinary Share. The “fair market value” is the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the nearest $0.01), as such amount may be appropriately adjusted date on which the notice of redemption is sent 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 the Placement Warrants. With respect to any natural person, the term Affiliate shall be to receive the Redemption Price also include any member of said person’s immediate family, any family limited partnership for each Right so heldsaid person and any trust, voting or otherwise, of which said person is a trustee or of which said person or any of said person’s immediate family is a beneficiary. Promptly after the action For purposes of the Board directing foregoing, the Company to make such redemption term “control” and variations thereof means the possession of the Rightspower to direct or cause the direction of the management or policies of a person, whether through the Company shall give notice ownership of such redemption voting securities, by contract or otherwise. Notwithstanding the foregoing, all other terms and conditions of the Placement Warrants are identical to the Rights Agent terms and each such holder conditions 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 CompanyWarrants.

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 of Directors may, at its option, at any time prior to the earlier of (x) the Close of Business on (x) the tenth (10th) calendar day 10th Business Day after the Stock Acquisition Date first occurrence of a Flip-In Event (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before such Flip-In Event shall have occurred prior to the Record Date, the Close of 10th Business on Day following the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company shall, (x) 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 whole $0.010.01 in the case of any holder whose holdings are not in a multiple of ten), 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”)) or (y) amend this Rights Agreement to change the Final Expiration Date to another date, including without limitation an earlier date. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Triggering 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, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption as determined pursuant to Section 11(d)(i) hereof) 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 Rights (or at such later time as the Board of which shall have been filed with Directors may establish for the Rights Agenteffectiveness 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 heldPrice. Promptly The Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within 10 days after the such action of the Board directing of Directors ordering the Company to make such redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), 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 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 . The failure to give notice is mailed together with such payment. required by this Section 23(b) or any defect therein shall not affect the legality or validity of the action taken by the Company. (c) In the case of a redemption permitted under Section 22(a)23(a) hereof, 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 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 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 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 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. Class G Partnership Preferred Units shall be redeemable by the Partnership as follows: (a1) The Board may, at its option, at At any time prior that the Previous General Partner exercises its right to redeem all or any of the earlier shares 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 DateClass G Preferred Stock, the Close General Partner may cause the Partnership to redeem an equal number of Business on the Record Date) or (y) the Close of Business on the Final Expiration DateClass G Partnership Preferred Units, 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 payable in cash equal to 100% of $0.001 per Right the Liquidation Preference thereof, plus an amount equal to all accrued and unpaid dividends on each share of Class G Preferred Stock to the date fixed for redemption (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01"Call Date"), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by in the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)manner set forth herein. (b2) Immediately upon If the action Partnership shall redeem Class G Partnership Preferred Units pursuant to paragraph (a) of this Section 5, from and after the Call Date (unless the Partnership shall fail to make available the amount of cash necessary to effect such redemption), (i) except for payment of the Board directing redemption price, the Company Partnership shall not make any further distributions on the Class G Partnership Preferred Units so called for redemption (except that, in the case of a Call Date after a distribution record date and prior to make the redemption related Distribution Payment Date, holders of Class G Partnership Preferred Units on the distribution record date will be entitled on such Distribution Payment Date to receive the distribution payable thereon), (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the Rightsholders thereof as holders of Class G Partnership Preferred Units of the Partnership shall cease (except the rights to receive the cash payable upon such redemption, evidence of which shall have been filed with the Rights Agentwithout interest thereon, and without to receive any further action and without any notice, distributions payable thereon). No interest shall accrue for the right to exercise the Rights will terminate and the only right thereafter benefit of the holders of Rights Class G Partnership Preferred Units to be redeemed on any cash set aside by the Partnership. If fewer than all the outstanding Class G Partnership Preferred Units are to be redeemed, units to be redeemed shall be to receive selected by the Redemption Price Partnership from outstanding Class G Partnership Preferred Units not previously called for each Right so heldredemption by any method determined by the General Partner in its discretion. Promptly after the action of the Board directing the Company to make Upon any such redemption of the Rightsredemption, the Company General Partner shall give notice of such redemption amend Exhibit A to the Rights Agent and each Agreement as appropriate to reflect 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 Companyredemption.

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 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) 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 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 shall have occurred prior to the Record Date, the Close of Business on the Record Date) ), or (yii) the Close of Business on the Final Expiration Date, direct redeem (the Company to, and if directed, date of such redemption being referred to herein as the Company shall, redeem "REDEMPTION DATE") 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”"). (b) Immediately upon ; PROVIDED, HOWEVER, that any redemption after the action Stock Acquisition Date must be authorized by a majority of the Board directing Disinterested Directors; PROVIDED FURTHER, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to make the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the RightsRights by the Company may be made effective at such time, evidence of which shall have been filed on such basis and 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 such conditions as the Board directing in its sole discretion or the Company to make such redemption of the RightsDisinterested Directors in their sole discretion, 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 Agentapplicable, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stockmay establish. 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 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 Price of the Common StockStock at the time of redemption) or any other form of consideration deemed appropriate by Board or the Disinterested Directors, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Companyas applicable.

Redemption. Class D Partnership Preferred Units shall be redeemable by the Partnership as follows: (a1) The Board may, at its option, at At any time prior that the Previous General Partner exercises its right to redeem all or any of the earlier shares 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 DateClass D Preferred Stock, the Close General Partner may cause the Partnership to redeem an equal number of Business on the Record Date) or (y) the Close of Business on the Final Expiration DateClass D Partnership Preferred Units, 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 payable in cash equal to 100% of $0.001 per Right the Liquidation Preference thereof, plus an amount equal to all accrued and unpaid dividends on each share of Class D Preferred Stock to the date fixed for redemption (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01"Call Date"), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by in the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)manner set forth herein. (b2) Immediately upon If the action Partnership shall redeem Class D Partnership Preferred Units pursuant to paragraph (a) of this Section 5, from and after the Call Date (unless the Partnership shall fail to make available the amount of cash necessary to effect such redemption), (i) except for payment of the Board directing redemption price, the Company Partnership shall not make any further distributions on the Class D Partnership Preferred Units so called for redemption (except that, in the case of a Call Date after a distribution record date and prior to make the redemption related Distribution Payment Date, holders of Class D Partnership Preferred Units on the distribution record date will be entitled on such Distribution Payment Date to receive the distribution payable thereon), (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the Rightsholders thereof as holders of Class D Partnership Preferred Units of the Partnership shall cease (except the rights to receive the cash payable upon such redemption, evidence of which shall have been filed with the Rights Agentwithout interest thereon, and without to receive any further action and without any notice, distributions payable thereon). No interest shall accrue for the right to exercise the Rights will terminate and the only right thereafter benefit of the holders of Rights Class D Partnership Preferred Units to be redeemed on any cash set aside by the Partnership. If fewer than all the outstanding Class D Partnership Preferred Units are to be redeemed, units to be redeemed shall be to receive selected by the Redemption Price Partnership from outstanding Class D Partnership Preferred Units not previously called for each Right so heldredemption by any method determined by the General Partner in its discretion. Promptly after the action of the Board directing the Company to make Upon any such redemption of the Rightsredemption, the Company General Partner shall give notice of such redemption amend Exhibit A to the Rights Agent and each Agreement as appropriate to reflect 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 Companyredemption.

Redemption. (a) The Board may, at its option, at any time prior Provided the shares of Common Stock issuable upon exercise of this Warrant are registered with the SEC for resale to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date (orpublic, 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 an exemption 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 registration requirements is available 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 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 this Warrant under Section 22(a)Rule 144, the Company may, at its option, discharge all call for the redemption of its obligations with respect to the Rights by then outstanding AAN Warrants in the event that: (i) issuing a press release announcing the manner of redemption market price of the Rights Common Stock is at or above $31.26 per share for twenty (with prompt written notice thereof 20) consecutive trading days ending on the day prior to the Rights Agent) date on which the Company gives notice that it is requiring exercise of the AAN Warrants; and (ii) mailing payment the shares of Common Stock issuable upon exercise of the Redemption Price AAN Warrants are registered with the SEC for resale to each registered the public, or an exemption to the registration requirements is available to the holder of the Rights at AAN Warrants under Rule 144, provided, however, that the aggregate number of AAN Warrants to be redeemed shall not exceed the cumulative trading volume for the ten (10) consecutive trading days prior to such redemption within any thirty (30) day period. The number of AAN Warrants to be redeemed shall be pro rata among each such holder’s last address as it appears on the registry books holder of the Rights Agent orthen outstanding AAN Warrants. The redemption price to be paid by AAN shall be equal to $1.00 per AAN Warrant. If the AAN Warrants are redeemed, prior the Corresponding ADMT Warrant shall thereafter be void. The Redemption Notice shall be given not later than the thirtieth day before the date fixed for redemption. On and after the date fixed for redemption, the Registered Holder shall have no rights with respect to this Warrant except to receive the Distribution Dateredemption price of $1.00 per Warrant upon surrender. If the AAN Warrants are redeemed, on the registry books a proportionate number of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates Corresponding ADMT Warrants shall thereafter be null and void without any further action by the Companyvoid.

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 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. (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 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 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) 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. (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 may, at its option, at any time prior to Commencing 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 Effective 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 redeem the Class A Warrants in whole, but not in part, for a redemption price of its obligations with respect $.001 per Class A Warrant, on not less than 30 days' written notice to the Rights Registered Owners. The right to redeem the Class A Warrants may be exercised by the Company during the Exercise Period only in the event (i) issuing a press release announcing the manner of redemption of closing bid price for the Rights (with prompt written notice thereof to Company's Common Stock, as reported by the Rights Agent) market on which the common stock trades, has exceeded the Exercise Price by $.50 for any 20 consecutive trading days, and (ii) mailing payment any notice of the Redemption Price to each registered holder call for redemption is given not more than ten (10) business days after the conclusion of the Rights at each 20 consecutive trading days referred to in (i) above. In the event the Company exercises its right to redeem the Class A Warrants, the Expiration Date will be deemed to be, and the Class A Warrants will be exercisable until the close of business on, the date fixed for redemption in such holder’s last address as notice. If any Class A Warrant called for redemption is not exercised by such time, it appears on will cease to be exercisable and the registry books of the Rights Agent or, prior Registered Owner thereof will be entitled only to the Distribution redemption price. (b) Commencing the Effective Date, the Company may, at its option, redeem the Class B Warrants in whole, but not in part, for a redemption price of $.001 per Class B Warrant, on not less than 30 days' written notice to the registry books of Registered Owners. The right to redeem the transfer agent of Class B Warrants may be exercised by the Company during the Exercise Period only in the event (i) the closing bid price for the Company's Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further action as reported by the Companymarket on which the common stock trades, has exceeded the Exercise Price by $.50 for any 20 consecutive trading days, and (ii) any notice of the call for redemption is given not more than ten (10) business days after the conclusion of the 20 consecutive trading days referred to in (i) above. In the event the Company exercises its right to redeem the Class B Warrants, the Expiration Date will be deemed to be, and the Class B Warrants will be exercisable until the close of business on, the date fixed for redemption in such notice. If any Class B Warrant called for redemption is not exercised by such time, it will cease to be exercisable and the Registered Owner thereof will be entitled only to the redemption price.

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. (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 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. 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. (a1) The Board Commencing one year after the date hereof (the "Initial Warrant Redemption Date") the Company may, on 30 days prior written notice redeem all the Warrants at its option$0.01 provided, at however, that before any time such call for redemption of Warrants can take place, the (A) high closing bid price for the Common Stock in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or (B) the closing sale price on the primary exchange on which the Common Stock is traded, if the Common Stock is traded on a national securities exchange or if the Common Stock is a National Market Security on NASDAQ, shall have for five (5) consecutive 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 (2)and (3) below is given, equaled or exceeded $0.75 per share (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 events as provided in Section (such redemption price being hereinafter referred to as the “Redemption Price”f) hereof). (b2) 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 Company registered Holders of the Warrants by mailing to make such registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Company. 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. (3) The notice of redemption shall specify (i) the redemption of price, (ii) the Rightsdate fixed for redemption, 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 and (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 Rights, Warrants 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) w of 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. (4) Any right to exercise a Warrant shall terminate at 5:00 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 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 mayPartnership may redeem the Preferred Units, in whole or in part at its option, the option of the Partnership 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 (the total unit in cash in an amount paid to any holder of Rights to be rounded up equal to the nearest $0.01)sum of the Liquidation Amount plus, as such amount may be appropriately adjusted in accordance with Section 5(f) hereof, all accumulated and unpaid Distributions thereon to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date of redemption (such redemption price being hereinafter referred to as the “Redemption Price”). If fewer than all of the outstanding Preferred Units are to be redeemed at the option of the Partnership, the Preferred Units to be redeemed shall be determined pro rata or by lot or in such other manner as determined by the General Partner to be fair and equitable to holders of Preferred Units. (b) Immediately upon Notice of a redemption pursuant to Section 5(a) will be mailed by the action Partnership, 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 Company to make books of the Partnership. 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 RightsRedemption Price; and (v) that 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, evidence the notice mailed to each such holder thereof shall also specify the number of which shall have been filed with 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 representing the Rights AgentPreferred Units to the Partnership at the place designated in the notice of redemption and thereupon the Redemption Price of such Preferred Units will be paid to or on the order of the Person whose name appears on such certificates, if any, as the owner 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 partial redemption date (unless the Partnership defaults in payment of the Redemption Price), all 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 the right to receive the Redemption Price for each Right so held. Promptly after thereof (including all accumulated and unpaid Distributions to the action redemption date) will cease and terminate and such Preferred Units will not thereafter be transferred (except with the consent 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, Partnership) on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided Partnership’s records, and such Preferred Units shall not be deemed given, whether or not to be outstanding for any purpose whatsoever. In the holder receives event that the notice. Each such notice of redemption will state the method by which Partnership defaults in the payment of the Redemption Price for any Preferred Units surrendered for redemption, such Preferred Units shall continue to be deemed to be outstanding for all purposes and to be owned by the respective holders that surrendered such Preferred Units, and the Partnership shall promptly return the surrendered certificates representing such Preferred Units, if any, to such holders (although the failure of the Partnership 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) From and after the date of the Final Redemption (unless the Partnership defaults in payment of the Redemption Price), all Distributions on the Preferred Units will cease to accumulate and all rights of the holders thereof, except the right to receive the Redemption Price thereof (including all accumulated and unpaid Distributions to the date of the Final Redemption), will cease and terminate and such Preferred Units will not thereafter be madetransferred (except with the consent of the Partnership) on the Partnership’s records, unless and such notice is mailed together with such paymentPreferred Units shall not be deemed to be outstanding for any purpose whatsoever. In the case of a redemption permitted under Section 22(a), event that the Company may, at its option, discharge all of its obligations with respect to Partnership defaults in 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 (including all accumulated and unpaid Distributions to each registered holder the date of the Rights at each Final Redemption) for any Preferred Units surrendered for Final Redemption, such holder’s last address as it appears on Preferred Units shall continue to be deemed to be outstanding for all purposes and to be owned by the registry books respective holders that surrendered such Preferred Units, and the Partnership shall promptly return the surrendered certificates representing such Preferred Units, if any, to such holders (although the failure of the Rights Agent orPartnership 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). (f) Immediately prior to any redemption of Preferred Units in part or in full, the Partnership shall pay, in cash, all accumulated and unpaid Distributions with respect to all then-outstanding Preferred Units to the redemption date, unless such redemption date falls after a Distribution Payment Record Date and on or prior to the corresponding Distribution Payment Date, in which case each holder of Preferred Units at the close of business on such Distribution Payment Record Date shall be entitled to the Distribution payable on such Preferred Units on the registry books corresponding Distribution Payment Date notwithstanding the redemption of such Preferred Units on or prior to such Distribution Payment Date. (g) Any Preferred Units that have been redeemed shall, after such redemption, have the transfer agent status of the Common Stockauthorized but unissued Partnership Units, and upon without designation as to series, until such action, all outstanding Right Certificates shall be null and void without any further action units are once more designated as part of a particular series by the CompanyGeneral Partner. (h) The Preferred Units will not have a stated maturity date and will not be subject to any sinking fund.

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 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. (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. Class B Partnership Preferred Units shall be redeemable by the Partnership as follows: (a1) The Board may, at its option, at At any time prior that the Previous General Partner exercises its right to redeem all or any of the earlier shares 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 DateClass B Preferred Stock, the Close General Partner shall cause the Partnership to redeem an equal number of Business on the Record Date) or (y) the Close of Business on the Final Expiration DateClass B Partnership Preferred Units, 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 payable in cash equal to 100% of $0.001 per Right the Liquidation Preference thereof, plus an amount equal to all accrued and unpaid dividends on each share of Class B Preferred Stock to the date fixed for redemption (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01"Call Date"), as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by in the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)manner set forth herein. (b2) Immediately upon If the action Partnership shall redeem Class B Partnership Preferred Units pursuant to paragraph (a) of this Section 5, from and after the Call Date (unless the Partnership shall fail to make available the amount of cash necessary to effect such redemption), (i) except for payment of the Board directing redemption price, the Company Partnership shall not make any further distributions on the Class B Partnership Preferred Units so called for redemption (except that, in the case of a Call Date after a distribution record date and prior to make the redemption related Distribution Payment Date, holders of Class B Partnership Preferred Units on the distribution record date will be entitled on such Distribution Payment Date to receive the distribution payable thereon), (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the Rightsholders thereof as holders of Class B Partnership Preferred Units of the Partnership shall cease (except the rights to receive the cash payable upon such redemption, evidence of which shall have been filed with the Rights Agentwithout interest thereon, and without to receive any further action and without any notice, distributions payable thereon). No interest shall accrue for the right to exercise the Rights will terminate and the only right thereafter benefit of the holders of Rights Class B Partnership Preferred Units to be redeemed on any cash set aside by the Partnership. If fewer than all the outstanding Class B Partnership Preferred Units are to be redeemed, units to be redeemed shall be to receive selected by the Redemption Price Partnership from outstanding Class B Partnership Preferred Units not previously called for each Right so heldredemption by any method determined by the General Partner in its discretion. Promptly after the action of the Board directing the Company to make Upon any such redemption of the Rightsredemption, the Company General Partner shall give notice of such redemption amend Exhibit A to the Rights Agent and each Agreement as appropriate to reflect 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 Companyredemption.

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) (i) 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 shallsuch time as any Person becomes an Acquiring Person, 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 of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the “"Redemption Price”"). The redemption of the rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (bii) Immediately The Board of Directors may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event and prior to any Section 13 Event, redeem all but not less than all of the then outstanding Rights at the Redemption Price in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the earning power of the Company and its subsidiaries (taken as a whole) in which all holders of Common Shares are treated alike and that does not involve (other than as a holder of Common Shares being treated like all other such holders) any Acquiring Person or any Affiliate or Associate of an Acquiring Person or any other Person in which any such Acquiring Person, Affiliate or Associate has an interest, or any other Person acting directly or indirectly on behalf of or in concert with any such Acquiring Person, Affiliate or Associate. (i) In the case of a redemption permitted under Section 23(a)(i), immediately upon the action date for redemption set forth in (or determined in the manner specified in) a resolution 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 held. Promptly after In the action case of a redemption permitted only under Section 23(a)(ii), immediately upon the date for redemption set forth in (or determined in the manner specified in) a resolution of the Board directing of Directors of the Company 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 make exercise the Rights will terminate and represent only the right to receive the Redemption Price. (ii) The Company shall promptly give public notice of any redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such date for redemption set forth in a resolution of the Board of Directors ordering the 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 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 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 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 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 may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day From and after the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close occurrence of Business on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directedany Redemption Event, the Company shall, redeem all but not less than all at the written request 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 $0.01Preferred Shares given in accordance with Section 7.3(b), redeem all or a portion of (as elected by such amount may be appropriately adjusted to reflect any stock splitholder of Preferred Shares) the Preferred Shares then held by such requesting holder (the “Redemption Shares” of such requesting holder) out of funds legally available therefor including capital, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company occurring after the date (such for an aggregate redemption price being hereinafter referred to as (the “Redemption Price”)” of such requesting holder) equal to the aggregate Liquidation Preference Amounts of the Redemption Shares of such requesting holder. (b) Immediately upon the action A notice of redemption by any holder of the Board directing Preferred Shares shall be given to the Company within ninety (90) days after the first occurrence of the Redemption Event giving rise such right of redemption, and shall state the date on which the Redemption Shares of such requesting holder are to make be redeemed, provided, however, that the redemption date in such notice of redemption shall be no earlier than the date thirty (30) days after such notice of redemption is given. Upon receipt of the first of such requests, the Company shall promptly give written notice of the redemption request to each other holder of record of Preferred Shares stating the occurrence of such redemption request, the number of Redemption Shares of such redemption request and the date such Redemption Shares are to be redeemed (the “Redemption Date”), whereupon each such other holder shall be entitled to request to have all or a portion of its own Preferred Shares (being the Redemption Shares of such other holder) redeemed simultaneously with those of the first-mentioned redemption notice. The Company shall, on the Redemption Date, pay to each requesting holder in full the Redemption Price of such requesting holder. If on the Redemption Date, the Company fails to pay in full the aggregate Redemption Price of all requesting holders, then (i) the redemption of the RightsSeries B-1 Preferred Shares, evidence the Series B-2 Preferred Shares, the Series B Preferred Shares, the Series A-2 Preferred Shares, the Series A-1 Preferred Shares and the Series A Preferred Shares shall be subordinate to the redemption of which the Series C Preferred Shares, such that the Company shall first redeem in full the Series C Preferred Shares that are part of the Redemption Shares (and shall have been filed paid the Redemption Price therefor in full) from funds of the Company legally available for redemption, before the Company shall be permitted to redeem any part of the Series A Preferred Shares, the Series A-1 Preferred Shares, the Series A-2 Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares being included as part of the Redemption Shares (and pay any part of the Redemption Price payable thereon), (ii) the redemption of the Series B Preferred Shares, the Series A-2 Preferred Shares, the Series A-1 Preferred Shares and the Series A Preferred Shares shall be subordinate to the redemption of the Series B-2 Preferred Shares and the Series B-1 Preferred Shares (the redemption of the Series B-2 Preferred Shares shall rank pari passu with the Rights Agentredemption of Series B-1 Preferred Shares), such that the Company shall first redeem in full the Series B-2 Preferred Shares and the Series B-1 Preferred Shares that are part of the Redemption Shares (and shall have paid the Redemption Price therefor in full) from funds of the Company legally available for redemption, before the Company shall be permitted to redeem any part of the Series A Preferred Shares, the Series A-1 Preferred Shares, the Series A-2 Preferred Shares and Series B Preferred Shares being included as part of the Redemption Shares (and pay any part of the Redemption Price payable thereon), (iii) the redemption of the Series A-2 Preferred Shares, the Series ▇- ▇ ▇▇▇▇▇▇▇▇▇ Shares and the Series A Preferred Shares shall be subordinate to the redemption of the Series B Preferred Shares, such that the Company shall first redeem in full the Series B Preferred Shares that are part of the Redemption Shares (and shall have paid the Redemption Price therefor in full) from funds of the Company legally available for redemption, before the Company shall be permitted to redeem any part of the Series A-2 Preferred Shares, the Series A-1 Preferred Shares and the Series A Preferred Shares being included as part of the Redemption Shares (and pay any part of the Redemption Price payable thereon), (iv) subject to the compliance with subsection (i), (ii) and (iii) above, the funds that are legally available shall be paid and applied in a pro-rata manner against each Redemption Share in accordance with the relative full amounts owed thereon, and the shortfall shall be paid and applied from time to time out of legally available funds immediately as and when such funds become legally available in a pro-rata manner against each Redemption Share in accordance with the relative remaining amounts owed thereon; and (v) without limiting any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter rights of the holders of Rights any Preferred Shares herein, or are otherwise available under applicable Laws, the balance of any Redemption Shares with respect to which the Company has become obligated to pay the applicable amount of aggregate Redemption Price but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. For the avoidance of doubt, the priority of the Redemption among the Series C Preferred Shares, the Series B-2 Preferred Shares, the Series B-1 Preferred Shares, the Series B Preferred Shares, the Series A-2 Preferred Shares, the Series A-1 Preferred Shares and the Series A Preferred Shares shall apply at all times with respect to all outstanding Redemption obligations of the Company, regardless of the order in which the Redemption Notices or share certificates are delivered. (c) Before any holder of Redemption Shares shall be entitled for redemption under the provisions hereof, such holder shall surrender his or her certificate or certificates representing such Redemption Shares to receive be redeemed to the Company on the Redemption Date in the manner and at the place designated by the Company for that purpose, and thereupon the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company shall be immediately payable to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent holder and each such holder certificate shall be cancelled. In the event that less than all the shares represented by any such certificate are redeemed, a new certificate shall be promptly issued representing the unredeemed shares. Upon cancellation of the then outstanding Rights by mailing certificate representing such notice Redemption Shares to the Rights Agent be redeemed 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 full payment of the Redemption Price will of such holder, all dividends on such Redemption Shares designated for redemption on the Redemption Date shall cease to accrue and all rights of the holders thereof, without interest, shall cease and terminate and such Redemption Shares shall cease to be made, unless such notice is mailed together with such payment. In issued shares of the case Company. (d) From and after the occurrence of a redemption permitted under Section 22(a)any Alibaba Redemption Event, the Company mayshall, at its optionthe written request of Alibaba, discharge redeem all or a portion of its obligations (as elected by Alibaba) the Preferred Shares then held by Alibaba, at a Redemption Price equal to the aggregate Liquidation Preference Amounts of such Preferred Shares. Section 7.3(b) and Section 7.3(c) shall apply mutatis mutandis with respect to a redemption in accordance with this Section 7.3(d). (e) If any holder of Redemption Shares shall have not been paid its Redemption Price in full on the Rights by Redemption Date, such holder (ithe “Selling Holder”) issuing may Transfer all or a press release announcing portion of its Redemption Shares to a third-party purchaser in a bona fide sale subject to Section 6.4 (the manner “Sale of redemption Redemption Shares”). Subject to Section 6.4, after the Selling Holder has used its reasonable efforts to negotiate for the highest sale price for the Redemption Shares, if the aggregate price of the Rights (Redemption Shares in such sale is less than the Redemption Price of such Redemption Shares, subject to such third-party purchaser having irrevocably waived all claims and rights for redemption with prompt written notice thereof respect to such Redemption Shares, the Company shall be obligated to pay to the Rights Agent) and (ii) mailing payment Selling Holder the excess, if any, of the Redemption Price to each registered over the aggregate price of the Redemption Shares in such sale within thirty (30) days after the completion of the Sale of Redemption Shares. (f) If any holder of Redemption Shares shall have not been paid its Redemption Price in full (including pursuant to Section 7.3(e), as applicable) by the Rights at each date that is 120 days after the Company’s receipt of such holder’s last address as it appears on notice of redemption, such holder may request the registry books of Company be liquidated, provided that the Rights Agent or, prior Company shall not be required to comply with any such request unless and until the Distribution Date, on Board shall have resolved that the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall Company be null and void without any further action by the Companyliquidated.

Redemption. (a) The Board mayCompany shall have the right to redeem the Preferred Stock, 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 Preferred Stock is 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 Preferred Stock upon five (5) business days of written notice of such redemption at a price equal to the Rights Agent and each such holder one hundred ten percent (110%) 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 Stated Value together with any accrued but unpaid dividends; ii. If all of the Rights AgentPreferred Stock is redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, orthe Company shall have the right to redeem the Preferred Stock upon five (5) business days of written notice at a price equal to one hundred fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends; and iii. If all of the Preferred Stock is redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, prior the Company shall have the right to redeem the Distribution DatePreferred Stock upon five (5) business days of written notice at a price equal to one hundred twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends. iv. The Company shall redeem each purchased share of Preferred Stock not yet converted, on the registry books date that is one (1) Calendar year from the issuance of the transfer agent relevant purchased share at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation. v. The Purchaser shall be able to convert any outstanding Preferred Stock during the interim period of receipt of the written notice and the receipt of the consideration due under the redemption. Consideration for the Common Stock. Any redemption must be received by Purchaser on the fifth (5th) business day after receipt of the written notice which is mailed in or the manner herein provided shall written notice will be deemed givenvoided. vi. Notwithstanding the foregoing, whether or not if an Event of Default has existed at any time while the holder receives Preferred Stock is outstanding, the notice. Each such Holder shall have the right to reject any redemption notice of redemption will state from the method by which the payment of the Redemption Price will be made, unless such notice is mailed together with such paymentCompany. In the case of a redemption permitted under Section 22(a)such event, the Company may, at shall transmit the redemption notice and Holder must provide its option, discharge all of its obligations with respect to the Rights by approval within five (i5) issuing a press release announcing the manner of redemption calendar days. Absent express approval of the Rights Holder within five (with prompt written notice thereof to the Rights Agent5) and (ii) mailing payment calendar days of the Redemption Price to each registered holder receipt of the Rights at each redemption notice, such holder’s last address as it appears on the registry books of the Rights Agent or, prior notice will be deemed 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 have been rejected by the CompanyPurchaser.

Redemption. (a) The Board maySubject to Section 4.1 of the Fourth Supplemental Indenture, at its option, at in the event that the Company has become or would become obligated to pay any time prior Additional Amounts as a result of any change in or amendment to the earlier laws, regulations or published tax rulings of (x) a Tax Jurisdiction, or any change in or amendment to the Close official application, administration or interpretation of Business these laws, regulations or published tax rulings, which change or amendment was not announced before, and becomes effective on the tenth (10th) calendar day after the Stock Acquisition Date or after, October 8, 2015 (or, if in the tenth (10th) calendar day following case of any change in or amendment to the Stock Acquisition Date occurs before the Record Datelaws, regulations or published tax rulings of any jurisdiction that becomes a Tax Jurisdiction after October 8, 2015, which change or amendment was not announced before, and becomes effective on or after, the Close of Business on the Record Date) or (y) the Close of Business on the Final Expiration Datedate such jurisdiction becomes a Tax Jurisdiction), direct then the Company tomay redeem all, and if directed, the Company shall, redeem all but not less than all all, of the then outstanding Rights Securities at a redemption price any time at 100% of $0.001 per Right (the total principal amount paid thereof on the Redemption Date, together with accrued and unpaid interest and Additional Amounts, if any, thereon to any holder of Rights to be rounded up but excluding the Redemption Date. Prior to the nearest $0.01)publication of the notice of redemption in accordance with the foregoing, 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 shall deliver to the date (such redemption price being hereinafter referred to as the “Redemption Price”)Trustee an Opinion of Counsel. (b) Immediately upon The Securities may be redeemed, in whole or in part, at the action option of the Board directing Company at any time at a Redemption Price equal to the Company to make the redemption greater of (i) 100% 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 aggregate principal amount of the holders Securities to be redeemed and (ii) the sum of Rights shall the present values of the remaining scheduled payments of the principal and interest (exclusive of interest accrued to the date of redemption) on such Securities to be redeemed discounted to receive the Redemption Price for Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each Right so held. Promptly after case, accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the action Redemption Date; provided, however, that interest installments due on an Interest Payment Date which is on or prior to the Redemption Date will be payable to Holders who are Holders of record of such Securities as of the Board directing close of business on the Company to make Regular Record Date preceding such Interest Payment Date. (c) Notice of a redemption of will be sent at least 30 days but not more than 60 days before 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 Redemption Date to each such holders Holder of Securities to be redeemed at such holderHolder’s last address as it appears upon in the registry books Security Register. Securities in original denominations larger than US$2,000 may be redeemed in part in integral multiples of US$1,000. On and after the Rights Agent, or, prior to the Distribution Redemption Date, interest ceases to accrue on Securities or portions of Securities called for redemption, unless the registry books of the transfer agent for the Common Stock. Any notice which is mailed Company 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 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. (a) The Board maySubject to the rights of series of Preferred Stock which may from time to time come into existence, at its option, on or at any time prior after January 1, 2003, this corporation may at any time it may lawfully do so, at the option of the Board of Directors, redeem in whole or in part the Series A Preferred Stock (such date of redemption is referred to herein as the "Series A Redemption Date") by paying in cash therefor a sum equal to the earlier Original Series A Issue Price plus the Premium, as adjusted for any stock dividends, combinations or splits with respect to such shares (the "Series A Redemption Price"); provided, however, that this corporation may only redeem shares of (x) the Close of Business on the tenth (10th) calendar day after the Series A Preferred Stock Acquisition Date (or, hereunder 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 average of the closing prices of the Class A Common Stock as reported by Nasdaq (or such other exchange or market on which the shares are then outstanding Rights traded) for the sixty trading days preceeding the date the notice of redemption is given in accordance with subsection (b) is at least 4 times greater than the then applicable Conversion Price (as defined in Section 4(a) below) . Any redemption effected pursuant to this subsection (3)(a) shall be made on a redemption price pro rata basis among the holders of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up Series A Preferred Stock in proportion 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 number of shares of Series A Preferred Stock then held by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”)them. (b) Immediately upon As used herein and in subsection (3)(c) and (d) below, the action term "Redemption Date" shall refer to each "Series A Redemption Date" and the term "Redemption Price" shall refer to each "Series A Redemption Price." Subject to the rights of series of Preferred Stock which may from time to time come into existence, at least fifteen (15) but no more than thirty (30) days prior to each 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 Board directing Series A Preferred Stock to be redeemed, at the Company to make address last shown on the redemption records of the Rightsthis corporation for such holder, 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 notifying such holder of the then outstanding Rights by mailing such notice redemption to be effected, specifying the Rights Agent and number of shares to each such holders at be redeemed from 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 Redemption Price, the transfer agent for the Common Stock. Any notice place at which is mailed payment may be obtained and calling upon such holder to surrender to this corporation, in the manner herein and at the place designated, his, her or its certificate or certificates representing the shares to be redeemed (the "Redemption Notice"). Except as provided in subsection (3)(c) on or after the Redemption Date, each holder of Series A Preferred Stock to be redeemed shall be deemed givensurrender to this corporation the certificate or certificates representing such shares, whether or not in the holder receives manner and at the notice. Each such notice of redemption will state place designated in the method by which the payment of Redemption Notice, and thereupon the Redemption Price will of such shares shall be made, unless payable to the order of the person whose name appears on such notice is mailed together with such paymentcertificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the case of event less than all the shares represented by any such certificate are redeemed, 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 new certificate shall be null and void without any further action by issued representing the Companyunredeemed shares.

Redemption. (a) The Board mayCompany, at its option, may redeem the Securities, in whole or in part (but if in part, in aggregate principal amounts of no less than $1,000), at any time prior or times, upon notice as hereinafter prescribed, at a redemption price equal to 101% of their principal amount if redeemed before November 1, 2001 and 100% of their principal amount if redeemed on or after November 1, 2001, in each case together with accrued and unpaid interest 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 date fixed for redemption. If fewer 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 Securities are to be rounded up redeemed, the Securities to be redeemed will be selected by the Trustee not more than 75 days prior to the nearest $0.01)date fixed for redemption, by such method as such amount may be appropriately adjusted the Trustee shall deem fair and appropriate. Provisions of this Security that apply to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company occurring after promptly of the date (such redemption price being hereinafter referred Securities or portions of Securities to as the “Redemption Price”)be called for redemption. (b) Immediately upon the action of the Board directing the Company to make the redemption of the RightsIf, evidence of which shall have been filed with the Rights Agent, and without at 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 Rightstime, the Company shall give notice determine that as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official application or interpretation of such redemption laws, regulations or rulings which change or amendment becomes effective on or after October 17, 1995 the Company has or will become obligated to pay to the Rights Agent and each such holder of any Security or Coupon Additional Amounts and such obligation cannot be avoided by the Company taking reasonable measures available to it, 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 optionelection exercised at any time when such conditions continue to exist, discharge redeem such Securities as a whole but not in part, upon notice as hereinafter prescribed, at a redemption price equal to 100% of the principal amount, together with accrued interest, if any, to the date fixed for redemption; provided that no such notice of redemption shall be given earlier than 90 days -------- prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of such Securities then due; and provided further, that at the time such notice is given, such -------- ------- obligation to pay such Additional Amounts remains in effect. Prior to any redemption of the Securities pursuant to the preceding paragraph, the Company shall provide the Trustee with one or more certificates (signed by the President or any Vice President and the Treasurer or the Secretary) of the Company on which the Trustee may conclusively rely to the effect that the Company is entitled to redeem such Securities pursuant to such paragraph and that the conditions precedent to the right of the Company to redeem such Securities pursuant to such paragraph have occurred and a written Opinion of Counsel (who may be an employee of the Company) stating that all legal conditions precedent to the right of the Company to redeem such Securities pursuant to such paragraph have occurred. (c) The Company shall, except as set forth in the next succeeding paragraph, redeem the Bearer Securities as a whole but not in part, upon notice as hereinafter prescribed, at 100% of their principal amount, together with interest accrued and unpaid to the date fixed for redemption, less applicable withholding taxes, if any, plus any applicable Additional Amounts payable, after the Company determines, based on a written Opinion of Counsel, that any certification, identification or information reporting requirement of any present or future United States law or regulation with regard to the nationality, residence or identity of a beneficial owner of a Bearer Security or a Coupon appertaining thereto who is a United States Alien would be applicable to a payment of principal of or interest on a Bearer Security or a Coupon appertaining thereto made outside the United States by the Company or a paying agent (other than a requirement (a) which would not be applicable to a payment made by the Company or any one of its obligations paying agents (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which could be satisfied by the Holder, custodian, nominee or other agent certifying that the beneficial owner is a United States Alien, provided, however, in each case referred to in clauses (a)(ii) and (b) -------- ------- payment by such custodian, nominee or agent of the beneficial owner is not otherwise subject to any requirement referred to in this sentence). The Company shall make such determination and will notify the Trustee thereof in writing as soon as practicable, stating in the notice the effective date of such certification, identification, or information reporting requirement and the dates within which the redemption shall occur, and the Trustee shall give prompt notice thereof in accordance with the Indenture. The Company shall determine the Redemption Date by notice to the Trustee at least 75 days before the Redemption Date, unless shorter notice is acceptable to the Trustee. Such redemption of the Securities must take place on such date, not later than one year after the publication of the initial notice of the Company's determination of the existence of such certification, identification or information reporting requirement. The Company shall not so redeem the Bearer Securities, however, if the Company shall, based on a subsequent event, determine, based on a written Opinion of Counsel, not less than 30 days prior to the date fixed for redemption, that no such payment would be subject to any requirement described above, in which case the Company shall notify the Trustee, which shall give prompt notice of that determination in accordance with the Indenture and any earlier redemption notice shall thereupon be revoked and of no further effect. Notwithstanding the preceding paragraph, if and so long as the certification, identification or information reporting requirement referred to in the preceding paragraph would be fully satisfied by payment of United States withholding, backup withholding or similar taxes, the Company may elect, prior to the giving of the notice of redemption, to have the provisions of this paragraph apply in lieu of the provisions of the preceding paragraph. In that event, the Company will pay such Additional Amounts (without regard to Section 2 hereof) as are necessary in order that, following the effective date of such requirements, every net payment made outside the United States by the Company or a paying agent of the principal of and interest on a Bearer Security or a Coupon appertaining thereto to a Holder who is a United States Alien (without regard to a certification, identification or information reporting requirement as to the nationality, residence or identity of such Holder), after deduction for United States withholding, backup withholding or similar taxes (other than withholding, backup withholding or similar taxes (i) which would not be applicable in the circumstances referred to in the parenthetical clauses of the first sentence of the next preceding paragraph or (ii) are imposed as a result of presentation of such Bearer Security or Coupon for payment more than 10 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever is later), will not be less than the amount provided in the Bearer Security or the Coupon to be then due and payable. If the Company elects to pay such Additional Amounts and as long as it is obligated to pay such Additional Amounts, the Company may subsequently redeem the Bearer Securities, at any time, in whole but not in part, upon not more than 60 days nor less than 30 days notice, given as hereinafter prescribed, at 100% of their principal amount, plus accrued interest to the date fixed for redemption and Additional Amounts, if any. (d) If there shall occur a Change of Control (as defined in the Indenture) with respect to the Rights Company, then the Holder of this Security shall have the right, at such Holder's option, exercised in accordance with this Section 3(d), to require the Company to purchase this Security, in whole but not in part, on the Holder Redemption Date at a Redemption Price equal to 100% of the principal amount, together with accrued interest to the Holder Redemption Date. Notwithstanding the fact that a Security is called for redemption by the Company otherwise than pursuant to this Section 3(d), each Holder of a Security desiring to exercise the option for redemption set forth in this Section 3(d) shall, as a condition to such redemption, on or before the close of business on the fifth Business Day prior to the Holder Redemption Date, surrender the Security to be redeemed (together with all unmatured Coupons, if applicable), in whole but not in part, together with the Redemption Notice hereon duly executed at the place or places specified in the notice required by Section 3(e) and otherwise comply with the provisions of Section 3(f). A Holder of a Security who has tendered a Redemption Notice (i) issuing will be entitled to revoke its election by delivering a press release announcing written notice of such revocation together with the manner of redemption Holder's non-transferable receipt for such Security to the office or agency of the Rights (with prompt written notice thereof Company designated as the place for the payment of the Securities to be so redeemed on or before the Rights Agent) Holder Redemption Date and (ii) mailing will retain the right to convert its Securities into shares of Common Stock of the Company on or before the close of business on the fifth day (or if such day is not a Business Day, on the next succeeding Business Day) next preceding the Holder Redemption Date. In connection with any repurchase of Securities pursuant to this Section 3(d), the Company will comply with any applicable rules and regulations promulgated by the U.S. Securities and Exchange Commission and nothing herein, including the time periods in which redemption is to occur, shall require the Company to take action which violates such applicable rules and regulations. (e) Notice of any redemption or notice in connection with a Change of Control will be given in accordance with Section 3.1 of the Indenture. (f) If (i) notice of redemption has been given in the manner set forth in Section 3.1 of the Indenture with respect to Securities to be redeemed at the option of the Company, or (ii) notice of redemption has been given by the Holder of a Security to be redeemed pursuant to Section 3(d) hereof, the Securities so to be redeemed shall become due and payable on the applicable Redemption Date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in the notice given by the Company with respect to such redemption, together in the case of Bearer Securities with all appurtenant Coupons, if any, maturing subsequent to the Redemption Date, the Securities shall be paid and redeemed by the Company, at the places and in the manner and currency herein specified and at the Redemption Price together with accrued interest, if any, to the Redemption Date; provided, however, that -------- ------- interest due in respect of Coupons maturing on or prior to the Redemption Date shall be payable only upon the presentation and surrender of such Coupons (at an office or agency located outside of the United States of America). If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the amount otherwise payable an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if they are furnished with such security or indemnity as they may require to save each of them and each other paying agency of the Company harmless. From and after the Redemption Date, if monies for the redemption of Securities shall have been available at the principal corporate trust office of the Trustee for redemption on the Redemption Date, the Securities shall cease to bear interest, the Coupons for interest appertaining to Bearer Securities maturing subsequent to the Redemption Date shall be void, and the only right of the holders of such Securities shall be to receive payment of the Redemption Price together with accrued interest to each registered holder the Redemption Date. If monies for the redemption of the Rights at each such holder’s last address as it appears on Securities are not made available by the registry books of Company for payment until after the Rights Agent or, prior to the Distribution Redemption Date, on the registry books of the transfer agent of the Common Stock, and upon Securities shall not cease to bear interest until such action, all outstanding Right Certificates shall be null and void without any further action by the Companymonies have been so made available.

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 Final Expiration Date, 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”"). (b) Immediately upon ; provided, however, that from and after the time that any Person shall become an Acquiring Person, the Company may redeem the Rights only if at the time of the action of the Board directing the Company to make the of Directors there are then in office not less than two Continuing Directors and such redemption is approved by a majority of the RightsContinuing Directors then in office. Notwithstanding anything contained in this Agreement to the contrary, evidence of which shall have been filed with the Rights Agent, and without shall not be exercisable pursuant to Section (b) 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 of the Company 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 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 or by the Company.issuance of shares (and, at

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 the Small Cap Market (or the average 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 $ 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 (xany stock splits or other similar events as provided in Section 8 hereof) 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, National gives its prior written consent to the Company shall, redeem all but not less than all giving of the then outstanding Rights at a notice of redemption price of $0.001 per Right (and 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”)proposed redemption. (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 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 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 givenoutstanding and shall not under any circumstances be reissued, whether and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce the amount of authorized Series B Preferred Stock accordingly. Nothing herein contained shall prevent or not restrict the holder receives purchase by the notice. Each such notice of redemption will state the method by which the payment Corporation, from time to time either at public or private sale, of the Redemption Price will be madewhole or any part of the Series B Preferred Stock at such price or prices as the Corporation and the selling holders of the Series B Preferred Stock may mutually determine, 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 subject to the Rights by (i) issuing a press release announcing the manner provisions 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 Companyapplicable law.

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 CHX, if the Common Stock is then traded on the CHX (or the average closing sale price, if the Common Stock is then traded on any other exchange or any Nasdaq Market) shall have equaled or exceeded $_____ per share [200% 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 corresponding 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 assuming National is engaged as a Warrant solicitation agent, the Company shall also deliver or cause to be delivered to National 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 in no event be less than thirty (30) days after the 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 National shall receive the commission contemplated by Section 4(b) hereof if they comply with the Rights Agentthat Section, 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 maythen outstanding Warrants may be redeemed, at its optionthe option of the Company, at $.10 per share of Common Stock purchasable upon exercise of such Warrants, at any time after the average Daily Market Price per share of the Common Stock for a period of at least 20 consecutive trading days ending not more than three days prior to the earlier date of (xthe notice given pursuant to Section 11(b) hereof has equaled or exceeded $9.00, and prior to expiration of the Close Warrants. The Daily Market Price of Business on the tenth (10thCommon Stock will be determined by the Company in the manner set forth in Section 11(e) calendar as of the end of each trading day after the Stock Acquisition Date (or, if no trading in the tenth (10thCommon Stock occurred on such day, as of the end of the immediately preceding trading day in which trading occurred) calendar day following and verified to the Stock Acquisition Date occurs Warrant Agent before the Record DateCompany may give notice of redemption. All outstanding Warrants must be redeemed if any are redeemed, the Close of Business and any right to exercise an outstanding Warrant shall terminate at 5:00 p.m. (New York City time) on the Record Date) or (y) the Close date fixed for redemption. A trading day means a day in which trading of Business securities occurred 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”)Boston Stock Exchange. (b) Immediately upon The Company may exercise its right to redeem the action Warrants only by giving the notice set forth in the following sentence. If the Company exercises its right to redeem, it shall give notice to the Warrant Agent and the registered holders of the Board directing outstanding Warrants by mailing or causing the Company Warrant Agent to make mail to such registered holders a notice of redemption, first class, postage prepaid, at their addresses as they shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein will be conclusively presumed to have been duly given whether or not the registered holder actually receives such notice. (c) The notice of redemption must specify the redemption of price, the Rightsdate fixed for redemption (which must be at least 30 days after such notice is mailed), evidence of which shall have been filed with the Rights Agentplace where the Warrant certificates must be delivered and the redemption price paid, and without any further action and without any notice, that the right to exercise the Rights Warrant will terminate and at 5:00 P.M. (New York City time) on the only right thereafter of the holders of Rights date fixed for redemption. (d) Appropriate adjustment 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 made to the Rights Agent redemption price and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and minimum Daily Market Price prerequisite to redemption set forth in Section 11(a) hereof, 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, case on the registry books of the transfer agent for the Common Stock. Any notice which is mailed same basis as provided 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 9 hereof with respect to adjustment of the Rights by Warrant Price. (e) For purposes of this Agreement, the term "Daily Market Price" means (i) issuing a press release announcing if the manner of redemption Common Stock is traded in the over-the-counter market and not quoted on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the closing bid price of the Rights (with prompt written notice thereof to Common Stock on the Rights Agent) and trading day in question, as reported by Nasdaq or an equivalent generally accepted reporting service, or (ii) mailing payment of if the Redemption Price to each registered holder of the Rights at each such holder’s last address as it appears Common Stock is quoted on the registry books of Nasdaq National Market or the Rights Agent orNasdaq SmallCap Market or on a national securities exchange, prior to the Distribution Date, on the registry books of the transfer agent daily per share closing price of the Common StockStock as quoted on the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed on the trading day in question, and upon such actionas the case may be, all outstanding Right Certificates whichever is the higher. For purposes of clause (i) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be null the lowest bid price as quoted on the OTC Bulletin Board or reported in the "pink sheets" published by National Quotation Bureau, Incorporated. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and void without any further action by asked prices, in either case on the CompanyNasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed.

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 ($0.10) 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 quoted on the OTC Bulletin Board or Nasdaq SmallCap Market, if the Common Stock is then traded on the Nasdaq SmallCap Market (or the average closing sale price, if the Common Stock is then traded on the Nasdaq National Market or a national securities exchange) shall have averaged an amount equal to or in excess of $ per share (200% of the initial public offering price per share of Common Stock) 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 (xany stock splits or other similar events as provided in Section 8 hereof) 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, National gives its prior written consent to the Company shall, redeem all but not less than all giving of the then outstanding Rights at a notice of redemption price of $0.001 per Right (and 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”)proposed redemption. (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 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 National 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 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 some 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. 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 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“Redemption Period”), 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”). The Company may, at its option, pay the Redemption Price in cash, Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole and absolute discretion, to be at least equivalent in value to the Redemption Price. (b) Immediately upon the action of the Board directing the Company to make the redemption of the RightsRights or, evidence if the resolution of which shall have been filed with the Board electing to redeem the Rights Agentstates that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event (the “Redemption Date”), and without any further action and without any notice, the right to exercise the Rights will terminate terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldin cash, Common Stock or other form of consideration, as determined by the Board, in the exercise of its sole and absolute discretion. 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 registered 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 Stockin accordance with Section 25 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 25 hereof 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 Notwithstanding anything in this Section 22 to the case of a redemption permitted under Section 22(a)contrary, 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 as directed by the Rights Agent) and (ii) mailing payment of the Redemption Price to each registered holder of the Rights Board may be made effective at each such holder’s last address as it appears on the registry books of the Rights Agent or, prior to the Distribution Datetime, on such basis and subject to such conditions as the registry books of the transfer agent of the Common StockBoard, in its sole and upon such actionabsolute discretion, all outstanding Right Certificates shall be null and void without any further action by the Companymay establish.

Redemption. (a) The Board may, at its option, Corporation may redeem the Series A Preferred Stock 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 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 time upon not less than all of five (5) nor more than fifteen (15) days' prior written notice at the then outstanding Rights at a redemption price per share equal to one and no/100 dollars ($1.00), plus accrued dividends to the date of $0.001 per Right redemption (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 Corporation is not required to provide for the redemption of any shares of Series A Preferred Stock through the operation of a sinking fund. (b) Immediately upon The date on which the action Corporation is to redeem any Series A Preferred Stock pursuant to Paragraph 5(a) of this Statement of Designation is referred to as the Board directing "Redemption Date" with respect to the Company shares of Series A Preferred Stock to make be redeemed on such date. From and after the redemption close of business on the Rightsbusiness day immediately preceding the Redemption Date, evidence any shares of Series A Preferred Stock as to which the Corporation shall have been filed with the Rights Agentexercised its right of redemption shall cease to have any voting, dividend or other rights, and without any further action and without any notice, the holder of such shares shall only have the right to exercise the Rights will terminate and the only right thereafter receive payment of the holders of Rights Redemption Price; provided, however, that this Paragraph 5(b) shall be to receive not apply if 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 Corporation 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 default 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. (c) In the event that the Corporation redeems only a portion of the Series A Preferred Stock, the Corporation shall redeem such shares in a manner which approximates a prorata redemption of the holders of the Series A Preferred Stock, and, in making such redemption, the Corporation may fully redeem holders of Series A Preferred Stock whose holdings are insubstantial relative to the number of Series A Preferred Stock being redeemed. (i) In the event that, for any period of five (5) consecutive trading days (a "Low Price will Period") commencing after the IPO Date, the average last reported price of the Common Stock (or the low bid price for any day on which there are no reported sales of Common Stock) is less than one-third (1/3) of the IPO Price (as adjusted pursuant to Paragraph 4(e)(i), (ii) and (iii) of this Statement of Designation), then either (A) The Corporation may, within five (5) trading days after the end of any Low Price Period, redeem all, and not less than all, of the then outstanding shares of Series A Preferred Stock pursuant to Paragraph 5(a) of this Statement of Designation, or (B) Any holder of Series A Preferred Stock may, on written notice (the "Holder Notice") to the Corporation given within five (5) trading days after the end of any Low Price Period, require the Corporation to redeem all of such holder's shares of Series A Preferred Stock at the Redemption Price. (ii) If any holder of Series A Preferred Stock shall give the Holder Notice pursuant to Paragraph 5(d)(i)(B) of this Statement of Designation, the Corporation shall redeem all of such holder's shares of Series A Preferred Stock not later than fifteen (15) days after the Holder Notice is given. (iii) The right of the Corporation to redeem the Series A Preferred Stock pursuant to Paragraph 5(d)(i)(A) of this Statement of Designation shall be madein addition to its right to redeem the Series A Preferred Stock pursuant to Paragraph 5(a) of this Statement of Designation. (iv) In the event that the Corporation redeems the Series A Preferred Stock pursuant to this Paragraph 5(d), unless the right of the holders of the Series A Preferred Stock to convert their shares of Series A Preferred Stock shall terminate on the date the holders receive such notice is mailed together with such paymentof redemption. In the case event that any holder of a Series A Preferred Stock shall give the Holder Notice, such holder's right to convert the Series A Preferred Stock shall terminate on the date the Holder Notice is given. (v) In the event that the Corporation fails to pay the Redemption Price with respect to any redemption permitted under Section 22(apursuant to this Paragraph 5(d), the Company mayCorporation's right to redeem the Series A Preferred Stock shall terminate; however, at its optionthe right of the holders of the Series A Preferred Stock and the obligations of the Corporation to redeem shares of Series A Preferred Stock following any Holder Notice shall continue as provided in this Paragraph 5(d). Such right shall be in addition to any other right any holder may have, discharge all including the right to enforce payment by the Corporation of its obligations the Redemption Price. (e) If (i) any holder of Series A Preferred Stock has demand registration rights with respect to the Rights by shares of Series A Preferred Stock and/or the Common Stock issued or issuable upon conversion thereof (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent"Conversion Shares") and the Corporation shall have failed to register such shares pursuant to an effective registration statement under the Securities Act, within six (6) months after a demand for registration has been made by the holder or (ii) mailing the Corporation shall have registered such shares of Series A Preferred Stock and/or Conversion Shares pursuant to the Securities Act, but, for any reason, the registration statement shall cease to be current and effective for a period of more than thirty (30) days, then in either of such cases, any holder may, on thirty (30) days written notice ("Redemption Demand Notice") to the Corporation, require the Corporation to redeem the Series A Preferred Stock at the Redemption Price. The Corporation shall pay the Redemption Price with respect to such shares of Series A Preferred Stock within fifteen (15) days after the Redemption Demand Notice is given. (f) In the event that the Corporation fails to pay the Redemption Price when due pursuant to this Paragraph 5, if any holder of Series A Preferred Stock commences litigation against the Corporation or otherwise engages counsel in order to enforce payment of the Redemption Price Price, the Corporation shall pay for all reasonable costs and expenses of collection, including, without limitation, reasonable attorneys' fees and expenses. (g) If any dividends on Series A Preferred Stock are in arrears, no purchase or redemption shall be made of any stock ranking junior to each registered holder or on a parity with Series A Preferred Stock as to dividends or upon liquidation (other than a purchase or redemption made by issuance for delivery of such junior stock); provided, however, that any monies theretofore deposited in any sinking fund with respect to any Preferred Stock of the Rights Corporation in compliance with the provisions of such sinking fund thereafter may be applied to the purchase or redemption of such Preferred Stock in accordance with the terms of such sinking fund regardless of whether at each the time of such holder’s application full cumulative dividends upon shares of Series A Preferred Stock outstanding to the end of the last address completed dividend period shall have been paid or declared and set aside for payment; and provided, further, however, that the foregoing shall not prevent the purchase of shares of Preferred Stock ranking on a parity with Series A Preferred Stock as it appears to dividends and upon liquidation, dissolution or winding up pursuant to a purchase or exchange offer made on the registry books same terms to the holders of all the outstanding Preferred Stock so ranking on a parity with Series A Preferred Stock, including the holders of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Series A Preferred Stock, as to dividends and upon such actionliquidation, all outstanding Right Certificates shall be null and void without any further action by the Companydissolution of winding up.

Redemption. (a) The Board may, at its option, at At any time prior and from time to time beginning 36 months from the earlier date hereof, the Corporation shall have the option to redeem all, or any portion of, the Preferred Shares for the following prices plus the payment of (x) the Close of Business on the tenth (10th) calendar day all accrued and unpaid dividends: Date Redeemed Price ------------- ----- On or after the Stock Acquisition Date (or, if first day of the tenth (10th) calendar day 104% of the Current Face Value 36th month following the Stock Acquisition Date occurs before date hereof and continuing through and including the Record Date, last day of the Close 48th month following the date hereof On or after the first day of Business on the Record Date) 102% of the Current Face Value 49th month following the date hereof and continuing through and including the last day of the 60th month following the date hereof On or (y) after the Close first day of Business on the Final Expiration Date, direct 100% of the Company to, and if directed, Current Face Value 61st month following the Company shall, redeem all but not date hereof If less than all of the then outstanding Rights at Preferred Shares are called for redemption pursuant to this section, Preferred Shares shall be redeemed, if applicable, on a redemption price of $0.001 per Right (pro rata basis among the total amount paid to any holders thereof. Each holder of Rights Preferred Shares will be given notice of such redemption pursuant to be rounded up Section VII(b) and shall not have the right to convert 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 Preferred Shares into shares of Common Stock until after the date (Redemption Date specified in such redemption price being hereinafter referred to as the “Redemption Price”)notice. (b) Immediately upon the action Notice of the Board directing the Company to make the redemption of the RightsPreferred Shares, evidence specifying the redemption date and place of redemption, shall be given by first class mail to each holder of record of the Preferred Shares to be redeemed, at his address of record, not less than 30 nor more than 60 calendar days prior to the date upon which the Corporation shall redeem the Preferred Shares (the "Redemption Date"). Each such notice shall also specify the redemption price applicable to the shares to be redeemed. If less than all the Preferred Shares owned by such holder are then to be redeemed, the notice shall also specify the number of Preferred Shares thereof which are to be redeemed and the fact that a new certificate or certificates representing any unredeemed Preferred Shares shall be issued without cost to such holder. (i) If notice of redemption of the Preferred Shares having been given as provided in this Section VII(b), then unless the Corporation shall have been filed with defaulted in the Rights Agentpayment of the redemption price and all accrued and unpaid dividends (whether or not declared), and without any further action and without any notice, all rights of the holders thereof (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 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 price and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent all accrued 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 givenunpaid dividends, 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 declared) shall cease with respect to such shares on the Rights Redemption Date and such Preferred Shares shall not, after the Redemption Date, be deemed to be outstanding and shall not have the status of Preferred Shares. In case fewer than all the Preferred Shares represented by (i) issuing any such certificate are redeemed, a press release announcing new certificate shall be issued representing the manner of redemption of the Rights (with prompt written notice thereof unredeemed Preferred Shares without cost to the Rights Agent) and holder thereof. (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 Preferred Shares are not subject or entitled to the Distribution Date, on the registry books benefit 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 Companya sinking fund.

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.