Common use of Mechanics of Redemption Clause in Contracts

Mechanics of Redemption. (a) In order to redeem any Debentures (in whole or in part), the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption

Mechanics of Redemption. (ai) In order The Company shall pay the Redemption Price not later than five (5) business days following the earlier of the following dates: (x) to redeem any Debentures (in whole or in part)the extent that the Holder was issued physical certificates, the applicable Holder shall Holder’s surrender of the certificate(s) certificates representing the Debentures shares of Series A Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Board shall so require and is so stated in the notice sent by the Company); provided that if such certificates are lost, stolen or destroyed, the Board may require such holder to indemnify the Company, in a reasonable amount and in a reasonable manner, prior to paying such Redemption Price; or (y) the date on which instructions have been given by the Holder to DTC for transfer of the shares of Series A Preferred Stock to be redeemed. In case fewer than all the shares represented by any such certificate are to be redeemed, by either overnight courier or two-day courier, a new certificate shall be issued representing the unredeemed shares without cost to the principal office holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificate for shares Series A Preferred Stock are issued in a name other than the name of the Companyredeeming holder. The Company shall pay any documentary, stamp or similar issue or transfer tax due upon the issuance of a new certificate for any shares of Series A Preferred Stock not redeemed other than any such tax due because a certificate for shares Series A Preferred Stock is issued in a name other than the name of the converting holder. (ii) From and after the Redemption Date, Dividends on the Series A Preferred Stock to be redeemed on such Redemption Date will cease to accrue; said shares will no longer be deemed to be outstanding; and all rights of the holder thereof as a holder of Series A Preferred Stock (except the right to receive from the Company the Redemption Price) shall give written notice cease and terminate with respect to such shares; provided that in the form event that a share of EXHIBIT 1 hereto (Series A Preferred Stock is not redeemed due to a default in payment by the "REDEMPTION NOTICE") Company or because the Company is otherwise unable to pay the Redemption Price, such share of Series A Preferred Stock will remain outstanding and will be entitled to, without interruption, all of the rights as provided herein. In case fewer than all the shares represented by facsimile (with any such certificate are to be redeemed, a new certificate shall be issued representing the original of such notice forwarded with the foregoing courier) unredeemed shares without cost to the holder thereof. Any shares of Series A Preferred Stock that have been redeemed will, after such redemption, be deemed cancelled and retired and have the status of authorized but unissued Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board. (iii) Notwithstanding the foregoing, unless full cumulative dividends on all shares of Series A Preferred Stock will have been or contemporaneously are declared and paid or are declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period, (i) no share of Series A Preferred Stock may be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and (ii) the Company at such office to the effect that such Holder elects to have redeemed the principal amount shall not purchase or otherwise acquire directly or indirectly any share of Debentures (plus accrued but unpaid interest thereon) specified thereinSeries A Preferred Stock; provided, however, that the Company foregoing shall not be obligated prevent the redemption on a pro rata basis of shares of Series A Preferred Stock or the purchase or other acquisition of shares of Series A Preferred Stock pursuant to pay a purchase or exchange offer made on the applicable redemption price unless either the certificate(ssame terms to holders of all outstanding shares of Series A Preferred Stock. (iv) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less fewer than all of the principal amount represented by such certificate or certificates outstanding shares of Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock to be redeemed must be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method determined by the Board. (v) Notwithstanding anything in this Section 6 to the contrary, each holder shall retain the right to convert shares of Series A Preferred Stock held by such holder at any time on or prior to the Redemption Date, in which event such holder shall not be entitled to receive the Redemption Price. (vi) The Company shall issue and deliver may not, whether by any amendment of its Certificate of Incorporation, by any reclassification or other change to its capital stock, by any merger, consolidation or on the order of the holder thereof, at the expense of other combination involving the Company, by any sale, conveyance or other transfer of any of its assets, by a new certificate Liquidation Event or certificates representing by any other way, purposefully impair or restrict, or seek to impair or restrict, its ability to redeem shares of Series A Preferred Stock, or purposefully avoid or seek to avoid the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company observance or performance of any of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, terms to be observed or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified performed hereunder by an appropriate officer of the Company, setting forth but will at all times in good faith assist in the calculation carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the redemption rights of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount holders of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as Series A Preferred Stock against impairment to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemptionextent required hereunder.

Mechanics of Redemption. The Company may exercise its right to require redemption under this Section 4 by delivering an irrevocable written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holders (athe "Company Optional Redemption Notice" and the date all of the Holders received such notice is referred to as the "Company Optional Redemption Notice Date"). To the extent the Company, subject to consent of the Required Holders, did not redeem all of the Preferred Shares held by the Holders on its initial distribution of the Company Optional Redemption Notice, the Company may deliver an additional Company Optional Redemption Notice hereunder (subject to the conditions set forth herein) In order and such additional Company Optional Redemption Notice shall also be irrevocable. The Company Optional Redemption Notice shall state (i) the date on which the Company Optional Redemption shall occur (the "Company Optional Redemption Date"), which date shall not be less than thirty (30) Trading Days nor more than sixty (60) Trading Days following the Company Optional Redemption Notice Date, (ii) the Redemption Price, (iii) that there has been no Equity Conditions Failure, and (iv) that the Company has sufficient authorized and unissued shares of Common Stock equal to redeem the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to each Preferred Share called for redemption. Notwithstanding anything to the contrary in this Section 4, at any Debentures (time prior to the date the Company Optional Redemption Price is paid, in full, the Preferred Shares subject to redemption pursuant to a Company Optional Redemption Notice may be converted, in whole or in part), the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office Holders into shares of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than Common Stock pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionSection 3.

Mechanics of Redemption. The Company shall effect each ----------------------- Redemption by delivering written notice (a"Notice of Redemption") In order to redeem any Debentures each holder of the Preferred Shares at the address and facsimile number of such holder appearing in the Company's Preferred Share register. Such Notice of Redemption shall be deemed to have been delivered and received (i) on the day it is sent if delivered by facsimile so as to be received prior to 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in whole the Purchase Agreement, or one (1) business day later if it is delivered so as to be received after 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in part)the Purchase Agreement, (ii) one (1) business day, if delivery is within the United States, after the Company's sending (by overnight courier) of such Notice of Redemption, or (iii) two (2) business days, if delivery is outside the United States, after the Company's sending (by two (2) day courier) of such Notice of Redemption. Such Notice of Redemption shall indicate (y) the number of Preferred Shares that have been selected for redemption, and (z) the date that such redemption is to become effective. Once the Notice of Redemption is deemed to have been delivered and received, the applicable Holder shall surrender the certificate(sPreferred Shares designated for a Redemption may be converted into shares of Common Stock if a Conversion Notice is delivered in accordance with Section 2(d) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office hereof within seven trading days of the Companydate the Notice of Redemption is deemed delivered and received. After such seven day period, any Preferred Shares designated for Redemption not so converted shall no longer be convertible into Common Stock, and such Preferred Shares shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company seventh business day after the Notice of the Redemption Notice is deemed delivered and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemedreceived. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption

Mechanics of Redemption. Sixty (a60) days prior to the date the Company elects to exercise its redemption of the Redemption Units or sixty (60) days prior to the date the Company must redeem the Redemption Units, as the case may be (the “Redemption Date”), as provided in Section 6.17(a) hereof, written notice shall be mailed, postage prepaid, by the Company 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 Redemption Units, at the address last shown on the Company’s records for such holder (or at the address given by the holder to the Company for the purpose of notice or if no such address appears or is given at the place where the principal executive office of the Company is located), notifying such holder of the redemption to be effected and specifying the Redemption Date, the Redemption Price, the place at which payment may be obtained, the manner and place designated by the Company for the surrender of such Redemption Units and the applicable procedures set forth in this section (the “Initial Redemption Notice”). (i) In order the case of all Class A Preferred Units and in the case of voluntary redemption of Class B Preferred Units before the tenth anniversary of the Issue Date, each holder of a Redemption Unit shall have the option to redeem elect to have all or any Debentures of such holder’s Preferred Units which were issued by the Company on the Issue Date redeemed by the Company at the Redemption Date. Each such holder who so elects (in whole or in parta “Tendering Holder”) shall provide written notice, postage prepaid, to the Company, at least thirty (30) days prior to the applicable Redemption Date, specifying the number of Preferred Units that such holder is electing to tender for redemption (the “Tendered Units”), the applicable Holder shall surrender the certificate(s) certificate or certificates representing the Debentures such Tendered Units and indicating that such holder is surrendering to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, in the manner and at the place designated in the Initial Redemption Notice, the holder’s certificate or certificates representing the Tendered Units. If the total number of Tendered Units being so tendered by all such holders represents an amount of Units that is greater than the number of Redemption Units for such redemption, then the Company will redeem the Tendered Units ratably among the Tendering Holders in proportion to the respective number of Tendered Units being tendered by each Tendering Holder. If the total number of Tendered Units being so tendered by all such holders represents an amount of Units that is less than the number of Redemption Units for such redemption, then the Company, in addition to redeeming all of the Tendered Units, will redeem an additional number of Preferred Units from the remaining Redemption Units that have not been, or are not being, tendered equal to the difference between the number of Redemption Units and the number of Tendered Units (the “Mandatory Units”). The specific certificate or certificates constituting the Mandatory Units shall give be determined by the Company through a blind and random selection process. Any holder of a Mandatory Unit will receive written notice (the “Mandatory Redemption Notice”) from the Company at least fifteen (15) days prior to the applicable Redemption Date notifying such holder of the redemption of such Mandatory Unit and specifying the Redemption Date, the Redemption Price, and the place at which payment may be obtained. This notice shall call upon such holder to surrender to the Company, in the form manner and at the place designated, the holder’s certificate or certificates representing the Mandatory Units. Except as provided in Section 6.17(c) below, on or after the close of EXHIBIT 1 hereto business on the Redemption Date, each holder of Redemption Units (the "REDEMPTION NOTICE"whether Tendered Units or Mandatory Units) by facsimile (with the original of such notice forwarded with the foregoing courier) shall surrender to the Company the certificate or certificates representing such Redemption Units, in the manner and at the place designated in the Initial Redemption Notice or the Mandatory Redemption Notice, as applicable. Thereupon, the Redemption Price of such office Redemption Units shall be payable to the effect that order of the Person whose name appears on such Holder elects to have redeemed certificate or certificates as the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; providedowner thereof, however, that the Company and each surrendered certificate shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17cancelled. If less than all the principal amount Units represented by any such certificate are redeemed, then a new certificate shall be issued representing the unredeemed Units. Provided, however, that in all cases of redemption of Class B Preferred Units, the Class B Preferred Unit Holder may elect to convert its Class B Preferred Units to Common Units, as provided for in Section 6.22. Class B Preferred Units so converted shall be considered Tendered Units for the purpose of determining Mandatory Units and a Class B Preferred Unit Holder may elect to convert any Mandatory Units it may hold in satisfaction of its requirement to tender the Mandatory Units. (ii) In the case of Class B Preferred Units redeemed on the tenth anniversary of the Issue Date, except as provided in Section 6.17(c) below, on or after the close of business on the Redemption Date, each holder of Redemption Units shall surrender to the Company the certificate or certificates representing such Redemption Units, in the manner and at the place designated in the Initial Redemption Notice. Thereupon, the Redemption Price of such Redemption Units shall be payable to the order of the Person whose name appears on such certificate or certificates are to be redeemed, as the Company shall issue and deliver to or on the order of the holder owner thereof, at the expense of the Company, a new and each surrendered certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemptionshall be cancelled. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption

Mechanics of Redemption. (ai) In order to redeem any Debentures (in whole or in part)On the Redemption Date, the Corporation shall pay the applicable Holder shall Redemption Price, upon surrender of the certificate(s) certificates representing the Debentures Convertible Preference Shares to be redeemedredeemed (properly endorsed or assigned for transfer, if the Corporation shall so require, and letters of transmittal and instructions therefor on reasonable terms are included in the notice sent by either overnight courier or two-day courierthe Corporation); provided that payment of the Redemption Price for certificates (and accompanying documentation, if required) surrendered to the principal office Corporation after 2:00 p.m. (New York City time) on the Redemption Date may, at the Corporation’s option, be made on the Business Day immediately following the Redemption Date. (ii) Convertible Preference Shares to be redeemed on the Redemption Date will from and after such date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the Companyholder thereof as a holder of Convertible Preference Shares (except the right to receive from the Corporation the applicable Redemption Price) shall cease and terminate with respect to such shares; provided, and shall give written notice that in the form event that a Convertible Preference Share is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Redemption Price in cash in full, such Convertible Preference Share will remain outstanding and will be entitled to all of EXHIBIT 1 hereto the powers, designations, preferences and other rights as provided herein. (the "REDEMPTION NOTICE"iii) by facsimile (with the original of such notice forwarded with the foregoing courier) Notwithstanding anything in this SECTION 6 to the Company contrary, each holder shall retain the right to convert Convertible Preference Shares to be redeemed at such office any time on or prior to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified thereinRedemption Date; provided, however, that any Convertible Preference Shares for which a holder delivers a conversion notice to the Company Corporation prior to the Redemption Date shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionSECTION 6.

Mechanics of Redemption. In the case of an Optional Issuer Redemption or a Transaction Redemption, the Issuer shall notify the other Parties not less than 15 days nor more than 90 days prior to the date of redemption. All notices of redemption shall state (a) In order to redeem any Debentures (in whole or in part)the date set for redemption, the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted the Notes and accrued interest to be redeemed or other amounts to be received, (c) the Redemption Price with respect to the Notes to be redeemed, (d) if the Notes are to be redeemed in part only, that upon surrender of the Notes, the Lenders will receive, without charge, new Notes (or the Notes surrendered with the proper notations made on Schedule A thereto) for the principal amount thereof remaining unredeemed, (e) that on the Redemption Date, the Redemption Price will become due and payable upon the Notes (or portions thereof) to be redeemed, and unless the Issuer defaults in making the redemption payment, that interest on the Notes (or portions thereof) will cease to accrue on and after such date, (f) the place where the Notes are to be surrendered for payment of the Redemption Price, (g) that the Notes must be surrendered to collect the Redemption Price, and (h) the section of the Notes pursuant to which the Notes are to be redeemed Notice of redemption having been given as aforesaid, the Notes (or any portions thereof) to be redeemed shall, on the Redemption Date or other applicable date of redemption, become due and payable at the applicable Redemption Price, and unless the Issuer defaults in making the redemption payment, from and after such date such Notes (or such portions thereof) shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the applicable Redemption Price for the Notes (or any portion thereof) shall be paid by such Holder the Issuer to the holders of the Notes, and if less than 100% of the Notes have been redeemed, the Issuer shall deliver to the Lenders new Notes (or the surrendered Notes with the proper notations made on Schedule A thereto to reflect the redemption) for the principal amount thereof remaining unredeemed. If a Note called for redemption shall not be paid upon surrender thereof for redemption, the Note shall continue to bear interest from the Redemption Date (or other applicable redemption date) until the date on which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionRedemption Price plus any additional interest thereon is paid therefor.

Mechanics of Redemption. (ai) In order Prior to redeem any Debentures 2:00 p.m. (in whole New York City time) on or in partprior to Business Day prior to the Redemption Date or Company Redemption Date, as applicable (such date, the “Irrevocable Date”), the applicable Holder Company shall surrender deposit with a redemption agent an amount of money (in immediately available funds) sufficient to pay the certificate(s) representing Redemption Price on the Debentures Redemption Date or the Company Redemption Date, as the case may be. The redemption agent shall return to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, as soon as practicable, any money not required for that purpose. If the Company or an Affiliate of the Company acts as redemption agent, it shall, before 3:00 p.m., New York City time on or prior to Business Day prior to the Redemption Date or Company Redemption Date, as applicable, segregate the money and hold it as a separate trust fund. (ii) The redemption agent on behalf of the Company shall give written notice pay the applicable Redemption Price on the Redemption Date or Company Redemption Date, as the case may be, upon surrender of the certificates representing the shares of Series A Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Company shall so require and letters of transmittal and instructions therefor on reasonable terms are included in the form of EXHIBIT 1 hereto (notice sent by the "REDEMPTION NOTICE") by facsimile (with Company); provided that if such certificates are lost, stolen or destroyed, the original Company may require such holder to indemnify the Company, in a reasonable amount and in a reasonable manner, and post a customary bond in respect of such notice forwarded with indemnity, prior to paying such Redemption Price. Notwithstanding the foregoing courier) foregoing, the Company shall remain liable for the payment of the Redemption Price to the extent such amounts are not paid as provided herein. Any holder that, together with its Affiliates, Beneficially Owns more than 1,000 shares of Series A Preferred Stock will be entitled to receive all cash payments hereunder by wire transfer of immediately available funds. (iii) Shares of Series A Preferred Stock to be redeemed on the Redemption Date or Company at Redemption Date, as the case may be, will from and after such office date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of Series A Preferred Stock (except the right to receive from the Company the applicable Redemption Price) shall cease and terminate with respect to such shares; provided that in the event that a share of Series A Preferred Stock is not redeemed due to a default in payment by the Company or because the Company is otherwise unable to pay the applicable Redemption Price in cash in full, such share of Series A Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights (including but not limited to the effect that such Holder elects accrual and payment of Dividends and the conversion rights) as provided herein. (iv) Notwithstanding anything in this SECTION 6 to have the contrary, each holder shall retain the right to convert shares of Series A Preferred Stock to be redeemed at any time on or prior to the principal amount of Debentures (plus accrued but unpaid interest thereon) specified thereinRedemption Date or Company Redemption Date, as the case may be; provided, however, that any shares of Series A Preferred Stock for which a holder delivers a conversion notice to the Company prior to the Redemption Date or Company Redemption Date, as the case may be, shall not be obligated redeemed pursuant to pay this SECTION 6. (v) Any redemption of the applicable redemption price unless either Series A Preferred Stock pursuant to this SECTION 6 (such redemption, the certificate(s“Redemption”) evidencing shall be payable out of any cash legally available therefor, and if there is not a sufficient amount of cash available, then out of the Debentures being redeemed is delivered to remaining assets of the Company as provided above, or if legally available therefor (valued at the Holder notifies Fair Market Value thereof on the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17date of payment). If less than all At the principal amount represented by such certificate or certificates are to be redeemedtime of the Redemption, the Company shall issue and deliver take all actions required or permitted under Delaware law to or on permit the order Redemption, including, without limitation, through the revaluation of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amountits assets in accordance with Delaware law, to make funds legally available for such Redemption. To the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by that the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable has insufficient funds to redeem all of the Debentures submitted for such redemptionshares of Series A Preferred Stock upon the Redemption, the Company shall use available funds to redeem an amount from each Holder equal to each Holder's a pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect portion of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionSeries A Preferred Stock.

Mechanics of Redemption. In the case of an Optional Issuer Redemption or a Transaction Redemption, the Issuer shall notify the other Parties not less than 15 days nor more than 90 days prior to the date of redemption. All notices of redemption shall state (a) In order to redeem any Debentures (in whole or in part)the date set for redemption, the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted the Notes and accrued interest to be redeemed or other amounts to be received, (c) the Redemption Price with respect to the Notes to be redeemed, (d) if the Notes are to be redeemed in part only, that upon surrender of the Notes, the Lenders will receive, without charge, new Notes (or the Notes surrendered with the proper notations made on Schedule A thereto) for the principal amount thereof remaining unredeemed, (e) that on the Redemption Date, the Redemption Price will become due and payable upon the Notes (or portions thereof) to be redeemed, and unless the Issuer defaults in making the redemption payment, that interest on the Notes (or portions thereof) will cease to accrue on and after such date, (f) the place where the Notes are to be surrendered for payment of the Redemption Price, (g) that the Notes must be surrendered to collect the Redemption Price, and (h) the section of the Notes pursuant to which the Notes are to be redeemed. Notice of redemption having been given as aforesaid, the Notes (or any portions thereof) to be redeemed shall, on the Redemption Date or other applicable date of redemption, become due and payable at the applicable Redemption Price, and unless the Issuer defaults in making the redemption payment, from and after such date such Notes (or such portions thereof) shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the applicable Redemption Price for the Notes (or any portion thereof) shall be paid by such Holder the Issuer to the holders of the Notes, and if less than 100% of the Notes have been redeemed, the Issuer shall deliver to the Lenders new Notes (or the surrendered Notes with the proper notations made on Schedule A thereto to reflect the redemption) for the principal amount thereof remaining unredeemed. If a Note called for redemption shall not be paid upon surrender thereof for redemption, the Note shall continue to bear interest from the Redemption Date (or other applicable redemption date) until the date on which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionRedemption Price plus any additional interest thereon is paid therefor.

Mechanics of Redemption. (ai) In order to redeem any Debentures (in whole or in part)On the Redemption Date, the Corporation shall pay the applicable Holder shall Redemption Price, upon surrender of the certificate(s) certificates representing the Debentures Series 8 Convertible Preferred Shares to be redeemedredeemed (properly endorsed or assigned for transfer, if the Corporation shall so require, and letters of transmittal and instructions therefor on reasonable terms are included in the notice sent by either overnight courier or two-day courierthe Corporation); provided that payment of the Redemption Price for certificates (and accompanying documentation, if required) surrendered to the principal office Corporation after 2:00 p.m. (New York City time) on the Redemption Date may, at the Corporation’s option, be made on the Business Day immediately following the Redemption Date. (ii) Series 8 Convertible Preferred Shares to be redeemed on the Redemption Date will from and after such date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the Companyholder thereof as a holder of Series 8 Convertible Preferred Shares (except the right to receive from the Corporation the applicable Redemption Price) shall cease and terminate with respect to such shares; provided, and shall give written notice that in the form event that a Series 8 Convertible Preferred Share is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Redemption Price in cash in full, such Series 8 Convertible Preferred Share will remain outstanding and will be entitled to all of EXHIBIT 1 hereto the powers, designations, preferences and other rights as provided herein. (the "REDEMPTION NOTICE"iii) by facsimile (with the original of such notice forwarded with the foregoing courier) Notwithstanding anything in this SECTION 7 to the Company contrary, each holder shall retain the right to convert Series 8 Convertible Preferred Shares to be redeemed at such office any time on or prior to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified thereinRedemption Date; provided, however, that any Series 8 Convertible Preferred Shares for which a holder delivers a conversion notice to the Company Corporation prior to the Redemption Date shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionSECTION 7.

Mechanics of Redemption. In the event of any Redemption pursuant to this Section 6, at least twenty (a20) In order but no more than sixty (60) days prior to redeem any Debentures the date fixed by the Independent Directors for such Redemption of Series A Preferred Stock (in whole or in parta "REDEMPTION DATE"), written notice shall be mailed, first class postage prepaid, to each holder of record (at the applicable Holder shall surrender close of business on the certificate(sbusiness day next preceding the day on which notice is mailed) representing of the Debentures Series A Preferred Stock to be redeemed, at the address last shown on the records of the Corporation for such holder or given in writing by either overnight courier or two-day courier, the holder to the Corporation for the purpose of notice, notifying such holder of the Redemption to be effected, specifying the number of shares of Series A Preferred Stock to be redeemed, the Redemption Date, the Redemption Price, and calling upon such holder to surrender to the Corporation at its principal executive office or the office of its transfer agent, such holder's certificate or certificates representing the Company, and shall give written notice in the form shares of EXHIBIT 1 hereto Series A Preferred Stock to be redeemed (the "REDEMPTION NOTICE"). On or after the Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and each surrendered certificate shall be canceled. Not less than three (3) by facsimile (with the original of such notice forwarded with the foregoing courier) days prior to the Company at Redemption Date, the Corporation shall deposit, from funds legally available therefor, the Redemption Price for the shares designated for redemption with a bank or trust Corporation having aggregate capital and surplus in excess of $20,000,000 as a trust fund for the benefit of the holder of the shares designated for Redemption. At such office time, the Corporation shall also deposit irrevocable instruction and authority to such bank or trust Corporation to pay, on or after the Redemption Date, the deposited Redemption Price of the Series A Preferred Stock to the effect that such Holder elects holder thereof upon surrender of its certificate(s). If funds are available on the Redemption Date, then whether or not the share certificates are surrendered for payment of the Redemption Price, the shares shall no longer be outstanding and the holder thereof shall cease to have redeemed be a shareholder of the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered Corporation with respect to the Company as provided above, or if shares redeemed on and after the Holder notifies Redemption Date and shall be entitled only to receive the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17Redemption Price without interest upon surrender of the share certificate. If less than all the principal amount shares represented by such one share certificate or certificates are to be redeemed, the Company Corporation shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new share certificate or certificates representing for the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had shares not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption

Mechanics of Redemption. Sixty (a60) In order days prior to redeem the date the Company elects to exercise its redemption of the Redemption Units (the “Redemption Date”) as provided in Section 6.17(a) hereof, written notice shall be mailed, postage prepaid, by the Company 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 Redemption Units, at the address last shown on the Company’s records for such holder (or at the address given by the holder to the Company for the purpose of notice or if no such address appears or is given at the place where the principal executive office of the Company is located), notifying such holder of the redemption to be effected and specifying the Redemption Date, the Redemption Price, the place at which payment may be obtained, the manner and place designated by the Company for the surrender of such Redemption Units and the applicable procedures set forth in this section (the “Initial Redemption Notice”). E`ach holder of a Redemption Unit shall have the option to elect to have all or any Debentures of such holder’s Class A Preferred Units which were issued by the Company on the Issue Date redeemed by the Company at the Redemption Date. Each such holder who so elects (in whole or in parta “Tendering Holder”) shall provide written notice, postage prepaid, to the Company, at least thirty (30) days prior to the applicable Redemption Date, specifying the number of Class A Preferred Units that such holder is electing to tender for redemption (the “Tendered Units”), the applicable Holder shall surrender the certificate(s) certificate or certificates representing the Debentures such Tendered Units and indicating that such holder is surrendering to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, in the manner and at the place designated in the Initial Redemption Notice, the holder’s certificate or certificates representing the Tendered Units. If the total number of Tendered Units being so tendered by all such holders represents an amount of Units that is greater than the number of Redemption Units for such redemption, then the Company will redeem the Tendered Units ratably among the Tendering Holders in proportion to the respective number of Tendered Units being tendered by each Tendering Holder. If the total number of Tendered Units being so tendered by all such holders represents an amount of Units that is less than the number of Redemption Units for such redemption, then the Company, in addition to redeeming all of the Tendered Units, will redeem an additional number of Class A Preferred Units from the remaining Redemption Units that have not been, or are not being, tendered equal to the difference between the number of Redemption Units and the number of Tendered Units (the “Mandatory Units”). The specific certificate or certificates constituting the Mandatory Units shall give be determined by the Company through a blind and random selection process. Any holder of a Mandatory Unit will receive written notice (the “Mandatory Redemption Notice”) from the Company at least fifteen (15) days prior to the applicable Redemption Date notifying such holder of the redemption of such Mandatory Unit and specifying the Redemption Date, the Redemption Price, and the place at which payment may be obtained. This notice shall call upon such holder to surrender to the Company, in the form manner and at the place designated, the holder’s certificate or certificates representing the Mandatory Units. Except as provided in Section 6.17(c) below, on or after the close of EXHIBIT 1 hereto business on the Redemption Date, each holder of Redemption Units (the "REDEMPTION NOTICE"whether Tendered Units or Mandatory Units) by facsimile (with the original of such notice forwarded with the foregoing courier) shall surrender to the Company the certificate or certificates representing such Redemption Units, in the manner and at the place designated in the Initial Redemption Notice or the Mandatory Redemption Notice, as applicable. Thereupon, the Redemption Price of such office Redemption Units shall be payable to the effect that order of the Person whose name appears on such Holder elects to have redeemed certificate or certificates as the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; providedowner thereof, however, that the Company and each surrendered certificate shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17cancelled. If less than all the principal amount Units represented by any such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, then a new certificate or certificates shall be issued representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemptionUnits. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption

Mechanics of Redemption. (ai) In order to redeem any Debentures (in whole or in part)On the Redemption Date, the Corporation shall pay the applicable Holder shall Redemption Price, upon surrender of the certificate(s) certificates representing the Debentures Series 6 Preferred Shares to be redeemedredeemed (properly endorsed or assigned for transfer, if the Corporation shall so require, and letters of transmittal and instructions therefor on reasonable terms are included in the notice sent by either overnight courier or two-day courierthe Corporation); provided that payment of the Redemption Price for certificates (and accompanying documentation, if required) surrendered to the principal office Corporation after 2:00 p.m. (New York City time) on the Redemption Date may, at the Corporation’s option, be made on the Business Day immediately following the Redemption Date. (ii) Series 6 Preferred Shares to be redeemed on the Redemption Date will from and after such date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the Companyholder thereof as a holder of Series 6 Preferred Shares (except the right to receive from the Corporation the applicable Redemption Price) shall cease and terminate with respect to such shares; provided, and shall give written notice that in the form event that a Series 6 Preferred Share is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise unable to pay the applicable Redemption Price in cash in full, such Series 6 Preferred Share will remain outstanding and will be entitled to all of EXHIBIT 1 hereto the powers, designations, preferences and other rights as provided herein. (the "REDEMPTION NOTICE"iii) by facsimile (with the original of such notice forwarded with the foregoing courier) Notwithstanding anything in this SECTION 7 to the Company contrary, each holder shall retain the right to convert Series 6 Preferred Shares to be redeemed at such office any time on or prior to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified thereinRedemption Date; provided, however, that any Series 6 Preferred Shares for which a holder delivers a conversion notice to the Company Corporation prior to the Redemption Date shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionSECTION 7.

Mechanics of Redemption. In the case of an Optional Issuer Redemption or a Transaction Redemption, the Issuer shall notify the other Parties not less than 15 days nor more than 90 days prior to the date of redemption. All notices of redemption shall state (a) In order the date set for redemption, (b) the aggregate principal amount of the Notes and accrued interest to redeem any Debentures be redeemed or other amounts to be received, (in whole or in part), c) the applicable Holder shall surrender Redemption Price with respect to the certificate(s) representing the Debentures Notes to be redeemed, by either overnight courier or two-day courier(d) if the Notes are to be redeemed in part only, to the principal office that upon surrender of the CompanyNotes, and shall give written notice in the form of EXHIBIT 1 hereto Lenders will receive, without charge, new Notes (or the "REDEMPTION NOTICE") by facsimile (Notes surrendered with the original of such notice forwarded with the foregoing courierproper notations made on Schedule A thereto) to the Company at such office to the effect that such Holder elects to have redeemed for the principal amount of Debentures thereof remaining unredeemed, (plus accrued but unpaid interest thereone) specified therein; providedthat on the Redemption Date, howeverthe Redemption Price will become due and payable upon the Notes (or portions thereof) to be redeemed, and unless the Issuer defaults in making the redemption payment, that interest on the Company shall not Notes (or portions thereof) will cease to accrue on and after such date, (f) the place where the Notes are to be obligated surrendered for payment of the Redemption Price, (g) that the Notes must be surrendered to pay collect the applicable redemption price unless either Redemption Price, (h) the certificate(s) evidencing section of the Debentures being redeemed is delivered Notes pursuant to which the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates Notes are to be redeemed, and (i) if the Company redemption is a Qualifying Optional Redemption, the Make-Whole Amount due to the Lenders in connection with such redemption. Notice of redemption having been given as aforesaid, the Notes (or any portions thereof) to be redeemed shall, on the Redemption Date or other applicable date of redemption, become due and payable at the applicable Redemption Price (together with payment of the Make-Whole Amount, if required), and unless the Issuer defaults in making the redemption payment (and/or the Make-Whole Amount, if required), from and after such date such Notes (or such portions thereof) shall issue cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the applicable Redemption Price for the Notes (or any portion thereof) and the Make-Whole Amount, if required, shall be paid by the Issuer to the holders of the Notes, and if less than 100% of the Notes have been redeemed, the Issuer shall deliver to the Lenders new Notes (or the surrendered Notes with the proper notations made on Schedule A thereto to reflect the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing for the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with thereof remaining unredeemed. If a certificate, certified by an appropriate officer Note called for redemption shall not be paid (including payment of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") andMake-Whole Amount, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(srequired) not submitted upon surrender thereof for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company Note shall redeem an amount continue to bear interest from each Holder equal to each Holder's pro rata principal amount the Redemption Date (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (or other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to date) until the date on which the Redemption Price plus any remedy each Holder may have under this Debenture, the Subscription Agreement additional interest thereon and the Registration Rights AgreementMake-Whole Amount, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price if required, is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemptiontherefor.

Mechanics of Redemption. The Company may exercise its right to require redemption under this Section 4 by delivering an irrevocable written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holders (athe “Company Optional Redemption Notice” and the date all of the Holders received such notice is referred to as the “Company Optional Redemption Notice Date”). To the extent the Company, subject to consent of the Required Holders, did not redeem all of the Preferred Shares held by the Holders on its initial distribution of the Company Optional Redemption Notice, the Company may deliver an additional Company Optional Redemption Notice hereunder (subject to the conditions set forth herein) In order and such additional Company Optional Redemption Notice shall also be irrevocable. The Company Optional Redemption Notice shall state (i) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be less than thirty (30) Trading Days nor more than sixty (60) Trading Days following the Company Optional Redemption Notice Date, (ii) the Redemption Price, (iii) that there has been no Equity Conditions Failure, and (iv) that the Company has sufficient authorized and unissued shares of Common Stock equal to redeem the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to each Preferred Share called for redemption. Notwithstanding anything to the contrary in this Section 4, at any Debentures (time prior to the date the Company Optional Redemption Price is paid, in full, the Preferred Shares subject to redemption pursuant to a Company Optional Redemption Notice may be converted, in whole or in part), the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office Holders into shares of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than Common Stock pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionSection 3.

Mechanics of Redemption. (ai) In order Unless waived in writing by the holders representing a majority of the outstanding shares of Series C Preferred Stock, on or prior to redeem any Debentures (the Mandatory Redemption Date or Optional Redemption Date, as applicable, the Company shall deposit with a redemption agent in whole trust, upon delivery of the Company’s redemption notice pursuant to SECTION 6(a) or in partSECTION 6(b), funds consisting of cash or cash equivalents sufficient to pay the Mandatory Redemption Price on the Mandatory Redemption Date or the Optional Redemption Price on the Optional Redemption Date, as the case may be. The redemption agent must be a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof. The deposit in trust with the redemption agent shall be irrevocable as of the Mandatory Redemption Date or Optional Redemption Date, as applicable (such date, the “Irrevocable Date”), except that the Company shall be entitled to receive from the redemption agent (i) the applicable Holder shall surrender the certificate(s) representing the Debentures Redemption Price with respect to shares of Series C Preferred Stock that are no longer to be redeemed, whether by either overnight courier conversion or two-day courierotherwise; and (ii) the interest or other earnings, if any, earned on any such deposit. The holders of the shares redeemed shall have no claim to such interest or other earnings, and any funds so deposited with the redemption agent and unclaimed by the holders of the Series C Preferred Stock entitled thereto at the expiration of one year from the Mandatory Redemption Date or Optional Redemption Date, as the case may be, shall be repaid, together with any interest or other earnings thereon, to the principal office of the Company, and shall give written notice in after any such repayment, the form holders of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with shares entitled to the original of such notice forwarded with the foregoing courier) funds so returned to the Company at such office shall look only to the effect Company for such payment, without interest. Notwithstanding the deposit of such funds, the Company shall remain liable for the payment of the applicable Redemption Price to the extent such Redemption Price is not paid as provided herein. (ii) The redemption agent on behalf of the Company shall pay the applicable Redemption Price on the Mandatory Redemption Date or Optional Redemption Date, as the case may be, upon surrender of the certificates representing the shares of Series C Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Company shall so require and letters of transmittal and instructions therefor on reasonable terms are included in the notice sent by the Company); provided that if such Holder elects certificates are lost, stolen or destroyed, the Company may require such holder to have indemnify the Company, in a reasonable amount and in a reasonable manner, and post a customary bond in respect of such indemnity, prior to paying such Redemption Price. (iii) From and after the Irrevocable Date, shares of Series C Preferred Stock to be redeemed on the principal amount Mandatory Redemption Date or Optional Redemption Date, as the case may be, will no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of Debentures the holder thereof as a holder of Series C Preferred Stock (plus accrued except the right to receive from the Company the applicable Redemption Price) shall cease and terminate with respect to such shares; provided that in the event that a share of Series C Preferred Stock is not redeemed due to a default in payment by the Company or because the Company is otherwise unable to pay the applicable Redemption Price in cash in full, such share of Series C Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights (including but unpaid interest thereonnot limited to the accrual and payment of dividends and the conversion rights) specified thereinas provided herein. (iv) Notwithstanding anything in this SECTION 6 to the contrary, each holder shall retain the right to convert shares of Series C Preferred Stock to be redeemed at any time on or prior to the Mandatory Redemption Date or Optional Redemption Date, as the case may be; provided, however, that any shares of Series C Preferred Stock converted prior to the Company Mandatory Redemption Date or Optional Redemption Date, as the case may be, shall not be obligated redeemed pursuant to pay this SECTION 6. (v) Any redemption of the applicable redemption price unless either Series C Preferred Stock pursuant to this SECTION 6 (such redemption, the certificate(s“Redemption”) evidencing shall be payable out of any cash legally available therefor, and if there is not a sufficient amount of cash available, then out of the Debentures being redeemed is delivered to remaining assets of the Company legally available therefor (valued at the fair market value thereof on the date of payment, as provided above, or if determined by the Holder notifies Board). At the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all time of the principal amount represented by such certificate or certificates are to be redeemedRedemption, the Company shall issue and deliver take all actions required or permitted under Delaware law to or on permit the order redemption of the holder thereofSeries C Convertible Preferred Stock, at including, without limitation, through the expense revaluation of the Company, a new certificate or certificates representing the unredeemed amountits assets in accordance with Delaware law, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted make funds legally available for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption

Mechanics of Redemption. (a) In order to redeem any Debentures (in whole or in part), the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if If the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth submitted a Change of Control Redemption Notice in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemedaccordance with Section 8.2, the Company shall issue deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and deliver to or on the order of the holder thereof, at the expense of (ii) within five (5) Business Days after the Company's receipt of such notice otherwise (such date, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) “Change of Control Redemption Date”). The Company shall use its best efforts to pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds on the applicable due date. In the event of a redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more less than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemptionConversion Amount of this Note, the Company shall redeem an amount from each promptly cause to be issued and delivered to the Holder equal to each Holder's pro rata principal amount a new Note (based in accordance with Section 6.1 representing the outstanding Principal which has not been redeemed and any accrued Interest on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company shall fail to redeem all of does not pay the Debentures submitted for redemption (other than pursuant to a dispute as applicable Redemption Price to the calculation of Holder within the applicable redemption price)time period required, in addition to at any remedy each Holder may have under this Debenture, the Subscription Agreement time thereafter and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price Redemption Price in full to a Holderfull, such the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such the Holder all or any portion of this Note representing the aggregate principal amount of Debentures Conversion Amount that was submitted for redemption by such Holder and for which the applicable redemption price Redemption Price (together with any Late Charges thereon) has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation notice, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 6.1 to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to payment in full the date of such notice with respect to the applicable redemption price Conversion Amount subject to such Holder, (i) the Redemptionnotice.

Mechanics of Redemption. (a) In order The Corporation shall effect each such redemption by giving written notice of its election to redeem any Debentures (redeem, at least 20 days in whole or in part), advance of the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courierredemption date, to the principal office holder of shares of Series A appearing in the Corporation’s register for the Series A. Such redemption notice shall indicate whether the Corporation will redeem all or part of the Companyshares of Series A and the applicable redemption price. The Corporation may, in its sole and absolute discretion, issue a Contingent Redemption (as defined above) on any or all Series A shares. If the Corporation gives notice of a Contingent Redemption and the Triggering Event (as defined above) does not occur within 180 days of the date upon which the Corporation gave notice of the Contingent Redemption, such redemption shall give written be void and the Corporation shall treat the Series A as though such notice of redemption had never been given. The Corporation shall be entitled to send a notice of redemption and begin the redemption procedures regardless of whether the Corporation has the full amount of the redemption price, in cash or liquid assets, available on the date the redemption notice is sent to stockholders. The redemption price shall be paid to the holder of shares of Series A redeemed on the date fixed in the form notice of EXHIBIT 1 hereto (redemption for said redemption, which Contingent Redemption may be a fixed number of days following the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified thereindate upon which Triggering Event occurs; provided, however, that the Company Corporation shall not be obligated to pay the applicable deliver any portion of any such redemption price unless either the certificate(s) certificates evidencing the Debentures being shares of Series A redeemed is are delivered to the Company as provided aboveCorporation or its transfer agent for the Series A, if any, or if the Holder holder notifies the Company Corporation or such transfer agent that such certificate(s) has certificates have been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, executes an agreement satisfactory to the same extent as if Corporation to indemnify the certificate theretofore representing Corporation from any loss incurred by it in connection with such unredeemed principal amount had not been surrendered on redemptioncertificates. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption

Mechanics of Redemption. The Company may exercise its right to require redemption under this Section 4 by delivering an irrevocable written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holders (athe “Company Optional Redemption Notice” and the date all of the Holders received such notice is referred to as the “Company Optional Redemption Notice Date”). To the extent the Company, subject to consent of the Required Holders, did not redeem all of the Preferred Shares held by the Holders on its initial distribution of the Company Optional Redemption Notice, the Company may deliver an additional Company Optional Redemption Notice hereunder (subject to the conditions set forth herein) In order and such additional Company Optional Redemption Notice shall also be irrevocable. The Company Optional Redemption Notice shall (i) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”) which date shall not be less than thirty (30) Trading Days nor more than sixty (60) Trading Days following the Company Optional Redemption Notice Date, (ii) the Redemption Price, (iii) certify that there has been no Equity Conditions Failure, (iv) certify that the Company has sufficient authorized and unissued shares of Common Stock equal to redeem the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to each Preferred Share called for redemption and (v) confirm that such redemption shall only apply with respect to such Preferred Shares that the Holders are permitted to convert pursuant to Section 14. Notwithstanding anything to the contrary in this Section 4, at any Debentures (time prior to the date the Company Optional Redemption Price is paid, in full, the Preferred Shares subject to redemption pursuant to a Company Optional Redemption Notice may be converted, in whole or in part), the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office Holders into shares of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than Common Stock pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionSection 3.

Mechanics of Redemption. (a) In order On or after a Redemption Date, each applicable holder of 11.0% Cumulative Convertible Preferred Shares to redeem any Debentures (in whole or in part), the applicable Holder shall be redeemed must present and surrender the certificate(s) certificate representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) 11.0% Cumulative Convertible Preferred Shares to the Company at such office to the effect that such Holder elects to have redeemed place designated in the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; providedapplicable notice, howeverduly endorsed, that and thereupon the Company shall not pay or cause to be obligated to pay paid the applicable redemption price unless either of such shares to or on the certificate(s) evidencing order of the Debentures being redeemed is delivered to person whose name appears on such certificate as the Company as provided aboveowner thereof, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17each certificate so surrendered will thereafter be canceled. If less fewer than all the principal amount shares represented by any such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amountshares. A holder may notify the Company that its certificate or certificates have been lost, stolen or destroyed, and, upon execution of an agreement satisfactory to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by Companyto indemnify the Company for any loss incurred by it in connection with such lost certificate or certificates or an indemnity bond (in the Company’s sole discretion), and assuming such holder’s compliance with the other provisions of this Section 3.d, such holder shall be entitled to receive the amounts contemplated by this Section 3.d. From and after such Redemption Date (unless the Company defaults in payment of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition all distributions on 11.0% Cumulative Convertible Preferred Shares called for redemption will cease to any remedy each Holder may have under this Debentureaccumulate and all rights of the holders thereof, except the right to receive the redemption price thereof (including all accumulated and unpaid distributions to, but excluding, the Subscription Agreement Redemption Date), will cease and the Registration Rights Agreement, the applicable redemption price payable in respect of terminate and such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month shares may not thereafter be transferred (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon except with the Company's receipt of ’s consent) in the Company’s transfer records, and such Revocation Notice and prior shares shall not be deemed to payment in full of the applicable redemption price to such Holder, (i) the Redemptionbe outstanding for any purpose whatsoever.

Mechanics of Redemption. (a) In order to redeem any Debentures (in whole or in part), the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemed, by either overnight courier or two-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that If the Company shall not be obligated required to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, (or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable of 4(a)(ii) shall elect to) exercise its right to redeem all of the Debentures submitted for outstanding Convertible Preferred Shares, it shall give notice of such redemptionredemption to the Holders by first class mail to the last address as may appear in the Company's records not less than five (5) Business Days prior to the Redemption Date, the Optional Redemption Date, or the IPO Date, as the case may be. The Company shall give notice of redemption five (5) Business Days prior to the Accelerated Redemption Date if possible and in any event as soon as practicable. Each notice shall specify the date of redemption and the Preference Amount. The Holders shall have three (3) Business Days from the date it receives such notice from Company to elect to convert into Common Shares pursuant to Section 7 hereof. Notwithstanding the foregoing, each Holder shall continue to have the conversion rights specified in Section 7 until its Convertible Preferred Shares are in fact redeemed. Until such time as the Convertible Preferred Shares held by such Holder are in fact redeemed, such Holder may reject any payment of the Preference Amount or delivery of the Parent Redemption Shares and instead elect to convert its Convertible Preferred Shares into Common Shares pursuant to Section 7 hereunder. For purposes of clarification, if any Holder elects to convert to Common Shares pursuant to Section 7 hereunder, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount not have the option of Debentures held by each Holder relative to outstanding) of paying the Preference Amount or delivering Parent Redemption Shares. Shares shall not be considered redeemed until all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may amounts payable with respect thereto have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is been paid in full. Until Any shares that are redeemed or otherwise acquired by the Company pays such unpaid redemption price shall be canceled and shall be restored to the status of authorized but unissued shares in full to a Holder, such Holder shall have the option, in lieu capital of redemption, to require the Company without designation as to promptly return to such Holder series, and may thereafter be issued, but not as Convertible Preferred Shares. The Company may fund the aggregate principal amount redemption of Debentures submitted for redemption the Convertible Preferred Shares in any manner permitted by such Holder law and for which the applicable redemption price has not been paidmay, by sending written notice thereof subject to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt Law, make payments out of such Revocation Notice and prior to payment capital in full of the applicable redemption price to such Holder, (i) the Redemptionconnection therewith.

Mechanics of Redemption. (ai) In order to redeem Upon surrender in accordance with the aforesaid notice of the certificate for any Debentures shares so redeemed (in whole duly endorsed or in partaccompanied by appropriate instruments of transfer), the applicable Holder holders of record of such shares shall surrender be entitled to receive an amount of cash constituting the certificate(sCall Price plus Full Cumulative Dividends thereon, without interest. (ii) representing The Corporation's obligation to provide funds upon redemption in accordance with this Section 4 shall be deemed fulfilled if, on or before a redemption date, the Debentures Corporation shall deposit with a bank or trust company, or an affiliate of a bank or trust company, having an office or agency in New York, New York and having a capital and surplus of at least $50,000,000 according to its last published statement of condition, or shall set aside or make other reasonable provision for the payment of cash required to be redeemeddelivered by the Corporation pursuant to this Section 4 upon the occurrence of the related redemption of Series D Preferred Stock and for cash required to pay Full Cumulative Dividends and cash in lieu of fractional shares on the shares of Series D Preferred Stock to be redeemed as required by this Section 4, in trust for the account of the holders of such shares of Series D Preferred Stock to be redeemed (and so as to be and continue to be available therefor), with (in the case of deposits with a bank or trust company) irrevocable instructions and authority to such bank or trust company that such funds be delivered upon redemption of the shares of Series D Preferred Stock so called for redemption. If such notice of redemption shall have been given, and if on the date fixed for redemption funds necessary for the redemption shall have been irrevocably either set aside by either overnight courier the Company separate and apart from its other funds or two-day courierassets in trust for the account of the holders of the shares of Series D Preferred Stock to be redeemed (and so as to be and continue to be available therefor) or the Company shall have made other reasonable provision therefor, then, notwithstanding that the certificates evidencing any shares of the Series D Preferred Stock so called for redemption shall not have been surrendered, the shares represented thereby shall be deemed no longer outstanding, dividends with respect to such shares shall cease to accrue on the date fixed for redemption (provided that holders of shares of Series D Preferred Stock at the close of business on a record date for any payment of dividends shall be entitled to receive Full Cumulative Dividends payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares following such record date and prior to such Dividend Payment Date) and all rights with respect to such shares shall forthwith after such date cease and terminate, except for the rights of the holders to receive the funds payable pursuant to this Section 4 without interest upon surrender of their certificates therefor. (iii) Each redemption of shares of Series D Preferred Stock pursuant to this Section 4 shall be deemed to have been made as of the close of business on the applicable redemption date, so that the rights of the holder of such shares of Series D Preferred Stock shall, to the principal office extent of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered to the Company as provided above, or if the Holder notifies the Company that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemed, the Company shall issue and deliver to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company of the Redemption Notice and such certificate(s) evidencing the principal amount of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, to such Holder, together with a certificate, certified by an appropriate officer of the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemedcease at such time. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the Redemption

Mechanics of Redemption. A notice of redemption (a“Notice of Redemption”) In order shall be sent by or on behalf of the Corporation not less than fifteen (15) Business Days nor more than thirty (30) days prior to redeem any Debentures the date specified for redemption in such notice (in whole or in partthe “Redemption Date”), the applicable Holder shall surrender the certificate(s) representing the Debentures to be redeemedby first class mail, by either overnight courier or two-day courierpostage prepaid, to the principal office all holders of record of the Company, and Series A Preferred Stock at their last addresses as they shall give written notice in appear on the form books of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified thereinCorporation; provided, however, that no failure to give such notice or any defect therein or in the Company mailing thereof shall not be obligated affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to pay the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock or the Common Stock may be listed or admitted to trading, such notice shall state: (i) that such redemption price unless either the certificate(s) evidencing the Debentures is being redeemed is delivered made pursuant to the Company optional redemption provisions hereof; (ii) the Redemption Date; (iii) a description of the formula for calculating the Redemption Price and the estimated amount of the Redemption Price by component as provided above, or if of the Holder notifies date of the Company Notice of Redemption; (iv) that such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates outstanding shares of Series A Preferred Stock are to be redeemed, ; (v) the Company shall issue and deliver place or places where certificates for such shares are to or on the order of the holder thereof, at the expense of the Company, a new certificate or certificates representing the unredeemed amount, to the same extent as if the certificate theretofore representing such unredeemed principal amount had not been be surrendered on redemption. (b) The Company shall use its best efforts to pay the applicable redemption price within three (3) business days after receipt by the Company for payment of the Redemption Notice Price; and such certificate(s(vi) evidencing that dividends on the principal amount shares of Debentures being redeemed, or after receipt of such agreement and indemnification set forth in Paragraph 17, Series A Preferred Stock will cease to such Holder, together with a certificate, certified by an appropriate officer of accumulate on the Company, setting forth the calculation of the redemption price (the "REDEMPTION CERTIFICATE") and, if appropriate, a certificate evidencing the principal amount of the Debentures covered by the submitted certificate(s) not submitted for redemption; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and the Company is unable to redeem all of the Debentures submitted for such redemption, the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount of Debentures held by each Holder relative to outstanding) of all Debentures being redeemed. (c) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as to the calculation of the applicable redemption price), in addition to any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof to the Company via facsimile (a "REVOCATION NOTICE")Redemption Date. Upon the Company's receipt mailing of any such Revocation Notice and prior of Redemption, the Corporation shall become obligated to payment in full redeem at the time of the applicable redemption price to such Holder, (i) the Redemptionspecified therein all shares of Series A Preferred Stock.

Mechanics of Redemption. (a) In order to redeem any Debentures (in whole or in part)the event there are multiple holders of Series B Preferred Stock due payment on a Redemption Date, the applicable Holder Company shall surrender deposit with a redemption agent in trust, prior to such Redemption Date, funds consisting of cash or cash equivalents sufficient to pay the certificate(sCompany’s Redemption Price or Holder’s Redemption Price, as the case may be, on the Redemption Date. The redemption agent must be a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof, having capital and surplus of at least $5 billion. The deposit in trust with the redemption agent shall be irrevocable, except that the Company shall be entitled to receive from the redemption agent (i) cash amounts representing Company Redemption Prices or Holder’s Redemption Prices, as the Debentures case may be, with respect to shares of Series B Preferred Stock that are no longer to be redeemed, whether by either overnight courier conversion or two-day courierotherwise; and (ii) the interest or other earnings, if any, earned on any such deposit. The holders of the shares of Series B Preferred Stock redeemed shall have no claim to such interest or other earnings, and any funds so deposited with the redemption agent and unclaimed by the holders of the Series B Preferred Stock entitled thereto at the expiration of six (6) months after the Redemption Date shall be repaid, together with any interest or other earnings thereon, to the principal office of the Company, and shall give written notice in after any such repayment, the form holders of EXHIBIT 1 hereto (the "REDEMPTION NOTICE") by facsimile (with shares entitled to the original of such notice forwarded with the foregoing courier) funds so returned to the Company at such office to the effect that such Holder elects to have redeemed the principal amount of Debentures (plus accrued but unpaid interest thereon) specified therein; provided, however, that the Company shall not be obligated to pay the applicable redemption price unless either the certificate(s) evidencing the Debentures being redeemed is delivered look only to the Company as provided abovefor such payment, or if without interest. Notwithstanding the Holder notifies the Company that deposit of such certificate(s) has been lost, stolen or destroyed and follows such procedures as are set forth in Paragraph 17. If less than all the principal amount represented by such certificate or certificates are to be redeemedfunds, the Company shall issue and deliver to or on remain liable for the order payment of the holder thereofCompany Redemption Price or the Holder’s Redemption Price, at as the expense of the Company, a new certificate or certificates representing the unredeemed amountcase may be, to the same extent such price is not paid as if the certificate theretofore representing such unredeemed principal amount had not been surrendered on redemptionprovided herein. (b) The Company shall use its best efforts pay (or cause to pay be paid) the applicable redemption price within three (3) business days after receipt together with any taxes required to be paid by the Company pursuant to 6.3(c) below) on the Redemption Date upon surrender of the Redemption Notice certificates representing the shares of Series B Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Company shall so require and letters of transmittal and instructions therefor on reasonable terms are included in the notice sent by the Company); provided that if such certificate(s) evidencing certificates are lost, stolen or destroyed, the principal amount of Debentures being redeemed, or after receipt of Company may require such agreement and indemnification set forth in Paragraph 17, holder to such Holder, together with a certificate, certified by an appropriate officer of indemnify the Company, setting forth in a reasonable amount and in a reasonable manner, prior to paying such redemption price. (c) In case fewer than all the calculation shares of Series B Preferred Stock represented by any such certificate are to be redeemed in connection with a redemption pursuant to 6.2, a new certificate shall be issued representing the unredeemed shares of Series B Preferred Stock without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificate for shares Series B Preferred Stock are issued in a name other than the name of the redemption price (registered holder. The Company shall pay any documentary, stamp or similar issue or transfer tax due upon the "REDEMPTION CERTIFICATE") and, if appropriate, issuance of a new certificate for any shares of Series B Preferred Stock not redeemed other than any such tax due because a certificate evidencing for shares Series B Preferred Stock is issued in a name other than the principal amount name of the Debentures covered by registered holder. (d) From and after the submitted certificate(sRedemption Date, Dividends on the Series B Preferred Stock to be redeemed on such Redemption Date will cease to accrue; such shares of Series B Preferred Stock will no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of Series B Preferred Stock (except the right to receive from the Company the applicable redemption price) not submitted for redemptionshall cease and terminate with respect to such shares; provided that in the case where more than one Holder submits Debenture certificates for redemption simultaneously and event that a share of Series B Preferred Stock is not redeemed due to a default in payment by the Company or because the Company is otherwise unable to redeem pay the Holder’s Redemption Price in cash in full, such share of Series B Preferred Stock will remain outstanding and will be entitled to all of the Debentures submitted for such redemptionpowers, designations, preferences and other rights (including but not limited to the Company shall redeem an amount from each Holder equal to each Holder's pro rata principal amount (based on principal amount accrual and payment of Debentures held by each Holder relative to outstandingDividends and the conversion rights) of all Debentures being redeemedas provided herein. (ce) If the Company shall fail to redeem all of the Debentures submitted for redemption (other than pursuant to a dispute as Notwithstanding anything in this 6 to the calculation contrary, each holder shall retain the right to convert shares of the applicable redemption price), in addition Series B Preferred Stock to be redeemed at any remedy each Holder may have under this Debenture, the Subscription Agreement and the Registration Rights Agreement, the applicable redemption price payable in respect of such unredeemed principal amount of Debentures shall bear interest at the rate of 2.0% per month (pro rated for partial periods) until such redemption price is paid in full. Until the Company pays such unpaid redemption price in full to a Holder, such Holder shall have the option, in lieu of redemption, to require the Company to promptly return to such Holder the aggregate principal amount of Debentures submitted for redemption by such Holder and for which the applicable redemption price has not been paid, by sending written notice thereof time on or prior to the Company via facsimile (a "REVOCATION NOTICE"). Upon the Company's receipt of such Revocation Notice and prior to payment in full of the applicable redemption price to such Holder, (i) the RedemptionRedemption Date.