Common use of Redemption Clause in Contracts

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's ’s Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE“Redemption Date."” (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company mayNotes are subject to redemption in whole, but not in part, at the direction of the Servicer on any Payment Date on which the Servicer exercises its option and with to purchase the approval Trust Property pursuant to Section 8.1 of the Board Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that it will exercise its option pursuant to Section 8.1 of Directorsthe Sale and Servicing Agreement, at any time prior to the Close of Business on Indenture Trustee will promptly notify the earlier of Noteholders: (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board outstanding Note Balance of Directors each Class of the Notes to be prepaid as of the most recent Payment Date and publicly announced by that the Company) Notes plus accrued and unpaid interest on such Notes at the applicable Note Interest Rate to the Redemption Date will be paid in full; (ii) of the Final Expiration place where such Notes are to be surrendered for final payment (which will be the office or agency of the Issuer maintained as provided in Section 3.2); and (iii) that on the Redemption Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted principal amount will become due and payable upon the Notes and that interest on the Notes will cease to reflect any stock split, stock dividend or similar transaction occurring accrue from and after the date hereof (such redemption price being herein referred to as Redemption Date, unless the "REDEMPTION PRICE") and Issuer defaults in the Company may, at its option, pay payment of the Notes on the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEDate." (b) Immediately upon The Issuer will cause the action Servicer to deposit by 10:00 a.m. (New York City time) on the Business Day preceding the Redemption Date (or, with satisfaction of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution DateRating Agency Condition, on the registry books Redemption Date) in the Collection Account the amount required pursuant to Section 8.1 of the transfer agent for Sale and Servicing Agreement, whereupon all such Notes will be paid in full on the Common Shares. Any notice which is mailed Redemption Date. (c) On the Redemption Date, the outstanding principal amount of the Notes will be due and payable and interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer defaults in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Notes on the Redemption Price Date. Upon redemption, the Indenture Trustee will be made. Neither release the Company nor any Collateral from the Lien of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, Indenture and other than in connection with the purchase of Common Shares prior release to the Distribution DateIssuer or any other Person entitled to any funds then in the Bank Accounts under this Indenture in accordance with Section 8.4(c).

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company mayRedemption Right provided to Non-Managing Members under Section 4.2(e)(1) shall not apply with respect to 2011 OPP Units or Membership Units into which they may be converted pursuant to the LLC Agreement until the date that is one year and six months after the Final Valuation Date, at its option after which date the Redemption Right shall be available on the terms and with conditions set forth in the approval LLC Agreement. (b) During the period beginning on the Final Valuation Date (as defined in the applicable Award Agreement) and ending on the Business Day immediately preceding the six month anniversary of the Board Final Valuation Date, the Operating Company shall be entitled to redeem some or all of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date 2011 OPP Units (or such later date as may be determined by action of the Company's Board of Directors and publicly announced Membership Units into which they were converted by the CompanyHolder) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price per 2011 OPP Unit or Membership Unit, payable in cash, equal to the Common Share Price (as defined in the Applicable Award Agreement) as of $0.001 the Final Valuation Date (as defined in the applicable Award Agreement). From and after the one year anniversary of the Final Valuation Date, for a period of six months, a Holder of 2011 OPP Units (or Membership Units into which they were converted by the Holder) shall have the right to cause the Operating Company to redeem, some or all of the 2011 OPP Units (or Membership Units into which they were converted by the Holder), at a redemption price per Right2011 OPP Unit or Membership Unit, appropriately adjusted payable in cash, equal to reflect any stock splitthe greater of (x) the Common Share Price (as defined in the Applicable Award Agreement) as of the Final Valuation Date (as defined in the applicable Award Agreement) and (y) the Cash Amount determined as of the date of the notice of redemption. The Operating Company may exercise its redemption right under this Section 4(b) by sending a notice to each Holder of 2011 OPP Units (or Membership Units into which they were converted by the Holder) setting forth the redemption date, stock dividend or similar transaction occurring which shall be no less than five (5) Business Days after the date hereof (of such redemption price being herein referred to as the "REDEMPTION PRICE") notice, and the Company may, at its option, pay the Redemption Price either in Common Shares number of 2011 OPP Units (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights Membership Units into which they were converted by the Company may Holder) being redeemed and the procedure to be made effective at such time, on such basis and with such conditions as the Board followed by Holders of Directors in its sole discretion may establish2011 OPP Units or Membership Units that are being redeemed. The date on which Holder may exercise its redemption right under this Section 4(b) by sending a notice to the Board of Directors elects to make Operating Company setting forth the redemption effective date, which shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within no less than ten (10) days Business Days after receipt of such notice by the action Managing Member, and the number of 2011 OPP Units (or Membership Units into which they were converted by the Holder to be redeemed). The Managing Member shall be entitled to acquire 2011 OPP Units (or Membership Units into which they were converted by the Holder) pursuant to any exercise by the Operating Company or the Holder of the Board foregoing redemption rights (under this Section 4.2(b) or under Section 4.2(a)) in exchange for issuance of Directors ordering a number of Common Shares, which will be issued under the Incentive Plan and be registered on a Form S-8, with an aggregate value, based on the Value of the Common Shares as of the date of the redemption of the Rightsnotice, the Company shall give notice of such redemption equal to the Rights Agent and applicable redemption price, provided that the holders of the then outstanding Rights by mailing such notice Managing Member has determined, in its sole discretion, that it is permitted to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Datedo so under applicable stock exchange listing rules.

Redemption. (a) The Company mayNotes are subject to redemption in whole, but not in part, at the direction of the Servicer on any Payment Date on which the Servicer exercises its option and with to purchase the approval Trust Property pursuant to Section 8.1 of the Board Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that it will exercise its option pursuant to Section 8.1 of Directorsthe Sale and Servicing Agreement, at any time prior to the Close of Business on Indenture Trustee will promptly notify the earlier of Noteholders: (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board outstanding Note Balance of Directors each Class of the Notes to be prepaid as of the most recent Payment Date and publicly announced by that the Company) Notes plus accrued and unpaid interest on such Notes at the applicable Note Interest Rate to the Redemption Date will be paid in full; (ii) of the Final Expiration place where such Notes are to be surrendered for final payment (which will be the office or agency of the Issuer maintained as provided in Section 3.2); and (iii) that on the Redemption Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted principal amount will become due and payable upon the Notes and that interest on the Notes will cease to reflect any stock split, stock dividend or similar transaction occurring accrue from and after the date hereof (such redemption price being herein referred to as Redemption Date, unless the "REDEMPTION PRICE") and Issuer defaults in the Company may, at its option, pay payment of the Notes on the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEDate." (b) Immediately upon The Issuer will cause the action Servicer to deposit by 10:00 a.m. (New York City time) on the Business Day preceding the Redemption Date (or, with satisfaction of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution DateRating Agency Condition, on the registry books Redemption Date) in the Collection Account the amount required pursuant to Section 8.1 of the transfer agent for Sale and Servicing Agreement, whereupon all such Notes will be paid in full on the Common Shares. Any notice which is mailed Redemption Date. (c) On the Redemption Date, the outstanding principal amount of the Notes will be due and payable and interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer defaults in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Notes on the Redemption Price Date. Upon redemption, the Indenture Trustee will be made. Neither release, without further action of the Company nor any parties, the Collateral from the Lien of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, Indenture and other than in connection with the purchase of Common Shares prior release to the Distribution DateIssuer or any other Person entitled to any funds then in the Bank Accounts under this Indenture.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Distribution Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Datedate, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the “Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cashPrice”). Such The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE“Redemption Date”." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence written notice of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give promptly mail a notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0. 001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company mayBoard of Directors of the Company, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth Close of Business on the tenth day following the Shares Stock Acquisition Date (or or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date) as such later date as period may be determined by action extended or shortened in the discretion of the Company's Board of Directors and publicly announced by (the Company) and "REDEMPTION PERIOD"), or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event or a Section 13 Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the Current Per Share Market Price thereof Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or cash. Such redemption any other form of the Rights consideration deemed appropriate by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEDirectors." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, may redeem this Warrant at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.10 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company mayWarrant, at its optionany time during the term of this Warrant, pay provided that the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof Threshold shall have equaled or exceeded $3.75 per share for at the time of redemption) or cash. Such redemption least twenty of the Rights by thirty consecutive trading days ending not later than the Company may be made effective at such time, on such basis and with such conditions as third day prior to the Board of Directors in its sole discretion may establish. The date on which the Board Notice of Directors elects Redemption, as defined below, is given (subject to make adjustment in the event of any stock splits or other similar events). Notice of redemption effective (the “Notice of Redemption”) shall be referred given not later than the 30th day before the date fixed for redemption. On and after the date fixed for redemption, the Holder shall have no rights with respect to as the "REDEMPTION DATEWarrants except to receive the $0.10 per Warrant upon surrender of this Warrant Agreement. After Notice of Redemption is received by the Holder, but prior to the date fixed for redemption, the Holder may still exercise this Warrant." (b) Immediately upon For the action purposes of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any noticeSection 8(a), the right to exercise term "Redemption Threshold" shall mean: (i) the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent reported closing sale price for the Common Shares. Any notice which Stock as officially reported by the OTC Bulletin Board, if the Common Stock is mailed then traded on the OTC Bulletin Board; or (ii) the last reported closing sale price on the Nasdaq SmallCap or National Market or a national securities exchange, if the Common Stock is then traded on the Nasdaq SmallCap or National Market or a national securities exchange, in each case as officially reported by the Nasdaq SmallCap or National Market or such national securities exchange; or (iii) if the Common Stock is not then traded on the OTC Bulletin Board, the Nasdaq SmallCap Market, the Nasdaq National Market or a national securities exchange, but is then traded in the manner herein provided shall be deemed givenover-the-counter market, whether or not then the holder receives the notice. Each such notice of redemption will state the method by which the payment average of the Redemption Price will be made. Neither last reported bid and asked prices of the Company nor any of its Affiliates Common Stock reported by the National Quotation Bureau, Inc. or Associates may redeemsimilar bureau if the National Quotation Bureau, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution DateInc. is no longer reporting such information.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) " Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; PROVIDED, HOWEVER, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth close of business on the tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of U.S. $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”) and the Company may, at its option, pay the Redemption Price either in shares of Common Shares Stock (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE“Redemption Date”." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Shares Stock prior to the Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date time as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Dateany Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price") and the ). The Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the Current Per Share Market Price thereof current per share market price of the Common Shares at the time of redemption) or cashany other form of consideration deemed appropriate by the Board of Directors. Such The redemption of the Rights by the Company Board of Directors may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The If redemption of the Rights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date on which of the redemption, provided that nothing contained herein shall preclude the Board of Directors elects from subsequently causing the Rights to make be redeemed at a date earlier than the redemption scheduled effective shall be referred to as date of the "REDEMPTION DATEredemption." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights (or at the effective time of which shall have been filed with such redemption established by the Rights AgentBoard of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price to the registered holders of the Rights. Upon such action, all outstanding Right Certificates shall be null and void without further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, in Section 24 hereof, and other than or in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company mayNotes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option and with to purchase the approval assets of the Board Issuer pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of DirectorsReceivables and applied to pay the unpaid principal amount of the Notes plus accrued and unpaid interest thereon and the Certificate Balance. The Servicer or the Issuer shall furnish the Rating Agencies and the Noteholders notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.1(a), at any time the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Close of Business Redemption Date and the Issuer shall deposit by 10:00 A.M. (New York City time) on the earlier of (i) Redemption Date with the fifth day following Indenture Trustee in the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay Note Payment Account the Redemption Price either in Common Shares (based of the Notes to be redeemed, whereupon all such Notes shall be due and payable on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon In the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, event that the failure to give, on or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Payment Date on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment Date, on the registry books immediately succeeding Payment Date) the Remaining Pre-Funded Amount has been withdrawn from the Pre-Funding Account and deposited to the Collection Account by the Indenture Trustee at the direction of the transfer agent for Servicer pursuant to Section 4.11(b) of the Common Shares. Any notice which is mailed in Sale and Servicing Agreement, the manner herein provided Remaining Pre-Funded Amount shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment treated as a part of the Redemption Price will be made. Neither Available Funds and the Company nor any of its Affiliates Principal Distribution Amount for such Payment Date. (c) In the event that on or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Payment Date on which the Reinvestment Period ends (or, if the Reinvestment Period does not end on a Payment Date, the immediately succeeding Payment Date) the Excess Reinvestment Amount has been withdrawn from the Reinvestment Account and deposited to the Collection Account by the Indenture Trustee at the direction of the Servicer pursuant to Section 4.13(c) of the Sale and Servicing Agreement, the Excess Reinvestment Amount shall be treated as a part of the Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth (5th) day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's ’s Board of Directors and publicly announced by the Company) ), and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE“Redemption Date."” (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice to the holders of the then outstanding rights which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date time as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Dateany Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding out- standing Rights at a redemption price of $0.001 .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such the redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash). Such The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on which the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEDirectors." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights pursuant to paragraph (a) of which shall have been filed with this Section 23 (or at such later time as the Rights AgentBoard of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice (with simultaneous written notice to the Rights Agent) of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding out- standing Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company Rights Plan Committee may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth day Close of Business on the tenth Business Day following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE"“Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in Common Shares (based on cash or any other form of consideration deemed appropriate by the Current Per Share Market Price thereof at the time of redemption) or cashRights Plan Committee. Such The redemption of the Rights by the Company Rights Plan Committee may be made effective at such time, on such basis and with such conditions as the Board of Directors Rights Plan Committee, in its sole discretion discretion, may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company Rights Plan Committee ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the effectiveness of the action of the Board of Directors Rights Plan Committee ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares; provided, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of DirectorsBoard, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Distribution Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”) and the Company may, at its option, pay the Redemption Price either in shares of Common Shares Stock (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE“Redemption Date”." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence written notice of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Shares Stock prior to the Distribution Date.

Redemption. (a) The Company Board may, at its option and with the approval of the Board of Directorsin its sole discretion, at any time prior to the Close of Business on the earlier of (i) the fifth day Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or such later date as may be determined by action or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Company's Board of Directors and publicly announced by tenth (10th) Business Day following the CompanyRecord Date) and (ii) the Close of Business on the Final Expiration Date, direct the Company to, and, if so directed, the Company shall, redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted pursuant to Section 11 to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE") and “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (with the number of such shares to be based on the Current Per Share Market Price thereof of the Common Stock at the time of redemption) or cashany other form of consideration deemed appropriate by the Board. Such The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors Board, in its sole discretion discretion, may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the action authorizing a redemption of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to Section 23(a) hereof, and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right held as of the Redemption Date. A redemption of the Rights shall be effective immediately upon the effectiveness of the Board action authorizing such redemption (or, if such Board action authorizing redemption of the Rights provides that the redemption will not be effective until the occurrence of a specified future date, time or event, then the redemption shall be effective only upon the occurrence of such future date, time or event) (the date on which a redemption of Rights actually becomes effective in accordance with the foregoing, the “Redemption Date”). Promptly following the Board action authorizing a redemption of the Rights, the Company shall give public notice thereof. The Company shall promptly give public deliver a notice of any redemption promptly following the Redemption Date to the Rights Agent and all registered holders of outstanding Rights as of the Redemption Date in accordance with Section 26 hereof. Any notice that is delivered in the manner provided in Section 26 hereof shall be deemed given, whether or not the holder receives such redemption; provided, however, that the notice. The failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method manner by which the payment of the Redemption Price will shall be made. . (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth (i) a redemption of Rights by the Company in accordance with this Section 23 or 23, (ii) pursuant to an exchange of Rights for Common Stock in accordance with Section 24 hereof, hereof and other than (iii) in connection with the purchase or repurchase of shares of Common Shares Stock prior to the Distribution Date.

Redemption. Upon the occurrence of a Redemption Event in relation to any Stockholder (athe “Affected Stockholder”), if the Board (excluding any director designated by the Affected Stockholder) The so elects (by written notice (the “Redemption Notice”) to the Affected Stockholder within 30 days after the Company may, at its option and with the approval becomes aware of the Redemption Event), all of the shares of Capital Stock and Options owned by the Affected Stockholder and any Affiliate of the Affected Stockholder shall be deemed automatically redeemed by the Company for the Redemption Price without further action of the Affected Stockholder, subject to the right of L▇▇▇ NAOC to withdraw its delivery of a Pledge Notice as set forth below; provided, that if the Board of Directorsreasonably expects that a Bankruptcy Decision is likely to occur with respect to a Stockholder, at any time the Board may elect prior to the Close occurrence of Business any such Bankruptcy Decision that the Company shall exercise the redemption right pursuant to this Section 4.6, effective automatically upon the occurrence of a Bankruptcy Decision. The Redemption Price of the Capital Stock and Options of any Affected Stockholder shall be determined as of the date of the Redemption Event, as follows. Upon delivery of the Redemption Notice to the Affected Stockholder, the Company and the Affected Stockholder shall endeavor in good faith to promptly determine the applicable Redemption Price. If the Company and the Affected Stockholder cannot agree on the earlier of (i) applicable Redemption Price within 15 days after the fifth day following the Shares Acquisition Date (or such later date as may be determined by action delivery of the Company's Board of Directors and publicly announced by Redemption Notice, they will, as soon as practicable, select an Arbiter to determine the Company) and (ii) applicable Redemption Price. If the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") Company and the Company may, at its option, pay Affected Stockholder cannot agree on an Arbiter within 20 days after delivery of the Redemption Price either in Common Shares (based on Notice, the Current Per Share Market Price thereof at Company and the time of redemption) or cash. Such redemption Affected Stockholder shall each select an Arbiter and shall each instruct their respective Arbiters to select, within 25 days after delivery of the Rights by the Company may be made effective at such timeRedemption Notice, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects a third Arbiter to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive determine the Redemption Price. The Company and the Affected Stockholder shall promptly give public notice of any such redemption; provided, however, that instruct the failure selected Arbiter to give, or any defect in, any such notice shall not affect determine the validity of such redemption. Within ten (10) Redemption Price within 50 days after the action delivery of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesRedemption Notice. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment The determination of the Redemption Price will by such selected Arbiter shall be madefinal, binding and conclusive, absent manifest error. Neither L▇▇▇ NAOC shall have the right, exercisable within 10 days after determination of the Redemption Price, to withdraw its delivery of a Pledge Notice, in which event the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in shall not have the right to redeem L▇▇▇ NAOC’s Capital Stock and Options pursuant to this Section 23 or in 4.6. The Affected Stockholder shall bear a portion of the fees, costs and expenses of the Arbiters engaged pursuant to this Section 24 hereof4.6 equal to such Affected Stockholder’s Percentage Interest. The Company shall bear the balance of such fees, costs and other expenses. Payment for such redemption shall be made no later than 45 days after the later of delivery of the Redemption Notice and the final determination of the applicable Redemption Price. Each director designated by the Affected Stockholder shall be excluded from any Board decisions (and from the definition of “Required Board Approval”) in connection with this Section 4.6 and, if the purchase of Common Shares prior Affected Stockholder is a Minority Stockholder, its approval pursuant to the Distribution DateSection 3.4(c) shall not be required in connection with any Company action in connection with this Section 4.6.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of a majority of the Company's Board of Directors and publicly announced by the Company) and Company or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price current per share market price thereof (as determined pursuant to Section 11(d) of this Agreement) at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereofof this Agreement, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Commencing on the Effective Date, the Company may, on not less than twenty-one (21) days’ prior written notice redeem all the Warrants at $0.001 per Warrant. All Warrants must be redeemed if any are redeemed. (b) In the event the Company exercises its option and with the approval right to redeem all of the Board Warrants, it shall give or cause to be given notice to the Registered Holders of Directorsthe Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, not later than the twenty-first (21st) day before the date fixed for redemption, at any time prior to the Close of Business their last address as shall appear on the earlier records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The notice of redemption shall specify (i) the fifth redemption price, (ii) the date fixed for redemption, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:00 p.m. (New York time) on the business day following immediately preceding the Shares Acquisition Date (or such later date as may be determined by action fixed for redemption. The date fixed for the redemption of the Company's Board Warrants shall be the Redemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of Directors the proceedings for such redemption. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) From and publicly announced by after the CompanyRedemption Date, all rights of the Registered Holders (except the right to receive the redemption price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the Redemption Date the redemption price for all Warrants called for redemption and (ii) the Final Expiration Date, redeem all but not less than all notice of redemption shall have stated the then outstanding Rights at a redemption price name and address of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") Warrant Agent and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors intention of the Company ordering to deposit such amount with the Warrant Agent no later than one day prior to the Redemption Date. (e) The Warrant Agent shall pay to the holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of the Rights, evidence of Warrants to which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights record of such redeemed Warrants who shall have surrendered their Warrants are entitled. (f) Any amounts deposited with the Warrant Agent that are not required for redemption of Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after three (3) months after the redemption date may be withdrawn by the Company, and thereafter the holders of the Warrants called for redemption for which such funds were deposited shall look solely to receive the Redemption PriceCompany for payment. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption be entitled to the Rights interest, if any, on funds deposited with the Warrant Agent and the holders of redeemed Warrants shall have no right to any such interest. (g) Any right to exercise a warrant shall terminate at 5:00 p.m. (New York time) on the then outstanding Rights by mailing business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such notice to all such holders persons at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Daterecord.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's ’s Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE“Redemption Date."” (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.this

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the CompanyCompany prior to the tenth day following the Shares Acquisition Date) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemptionredemption (with prompt notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as This Warrant may be determined by action redeemed at the option of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 .001 per RightWarrant, appropriately adjusted at any time between the first anniversary date of the issuance and the Expiration Date upon 30 business-day written notice delivered to reflect any stock splitthe Holder, stock dividend provided: (a) the Closing Bid or similar transaction occurring last sales price of the Common Stock issuable upon exercise of such Warrant has been at least 200% of the Exercise Price then in effect (as set forth in (d) above) for twenty (20) consecutive trading days ending not more than 15 days prior to the dare of notice of redemption, and (b) there is an effective registration statement with a current prospectus available covering the shares of Common Stock issuable upon exercise of this Warrant. On and after the date hereof fixed for redemption, the Holder shall have no rights with respect to this Warrant except to receive the $.001 per Warrant upon surrender of this Certificate. All Warrants must be redeemed if any are redeemed. The notice of redemption shall specify: (such i) the Redemption Price; (ii) the date fixed for redemption (the "Redemption Date"); (iii) the place where Warrant Certificates shall be delivered and the redemption price being herein referred to as the "REDEMPTION PRICE"paid; and (iv) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, that the right to exercise the Rights will Warrants shall terminate and at 5:00p.m. EST on the only right thereafter Business Day immediately preceding the Redemption Date. An affidavit of the holders Secretary or an Assistant Secretary of Rights shall the Company that notice of redemption has been mailed shall, in the absence of fraud, be to receive conclusive evidence of the facts stated therein. From and after the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the RightsDate, the Company shall give shall, at the place specified in the notice of such redemption redemption, upon presentation and surrender to the Rights Agent and the holders Company by or on behalf of the then outstanding Rights by mailing such notice Holder thereof this Warrant, deliver or cause to all such holders at their last addresses as they appear be delivered to or upon the registry books written order of the Rights Agent or, prior such holder a sum of cash equal to the Distribution DateRedemption Price of each such Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, on such Warrants shall expire and become void and all rights hereunder and shall cease, except the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed givenright, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the if any, to receive payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution DatePrice.

Redemption. (a) The Company maythen outstanding Warrants may be redeemed, at its the option and with the approval of the Board Company, at $.10 per share of DirectorsCommon Stock purchasable upon exercise of such Warrants, at any time after the average Daily Market Price per share of the Common Stock for a period of at least 20 consecutive trading days ending not more than fifteen (15) days prior to the Close date of Business on the earlier notice given pursuant to Section 10(b) hereof has equaled or exceeded [INSERT REDEMPTION AMOUNT], and prior to expiration of (i) the fifth day following Warrants. The Daily Market Price of the Shares Acquisition Date (or such later date as may Common Stock will be determined by action the Company in the manner set forth in Section 10(e) as of the Company's Board end of Directors each trading day (or, if no trading in the Common Stock occurred on such day, as of the end of the immediately preceding trading day in which trading occurred). All outstanding Warrants must be redeemed if any are redeemed, and publicly announced by the Companyany right to exercise an outstanding Warrant shall terminate at 1:30 p.m. (Phoenix, Arizona time) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after on the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either fixed for redemption. Trading day means a day in Common Shares (based which trading of securities occurred on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATENasdaq National Market." (b) Immediately upon The Company may exercise its right to redeem the action Warrants only by giving the notice set forth in the following sentence. If the Company exercises its right to redeem, it shall give notice to the registered holders of the Board outstanding Warrants by mailing to such registered holders a notice of Directors redemption, first class, postage prepaid, at their addresses as they shall appear on the records of the Company ordering Company. Any notice mailed in the manner provided herein will be conclusively presumed to have been duly given whether or not the registered holder actually receives such notice. (c) The notice of redemption must specify the redemption of price, the Rightsdate fixed for redemption (which must be at least 30 days after the date such notice is mailed), evidence of which shall have been filed with the Rights Agentplace where the Warrant certificates must be delivered and the redemption price paid, and without any further action and without any notice, that the right to exercise the Rights Warrant will terminate and at 1:30 P.M. (Phoenix, Arizona time) on the only right thereafter of the holders of Rights date fixed for redemption. (d) Appropriate adjustment shall be made to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption price and to the Rights Agent and the holders of the then outstanding Rights by mailing such notice minimum Daily Market Price prerequisite to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 10(a) hereof, in each case on the same basis as provided in Section 24 hereof8 hereof with respect to adjustment of the Warrant Price. (e) For purposes of this Agreement, the term "Daily Market Price" means (i) if the Common Stock is quoted on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the daily per share closing price of the Common Stock as quoted on the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed on the trading day in question, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and other than not quoted on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the closing bid price of the Common Stock on the trading day in connection with question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the purchase last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Shares prior Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the Distribution Datelowest bid price as quoted on the OTC Bulletin Board or reported in the "pink sheets" published by National Quotation Bureau, Incorporated.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares and the transfer agent for the LTD Special Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares or LTD Special Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's ’s Board of Directors and publicly announced by the Company) and (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Company’s Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE“Redemption Date."” (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by (in the case of notice to holders) mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close later of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of and the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Distribution Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the “Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cashPrice”). Such The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights pursuant to paragraph (a) of which shall have been filed with the Rights Agentthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price, without interest thereon. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesShares of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice, and the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares of the Company (based upon the current per share market price of the Common Shares of the Company (determined pursuant to Section 11(d)) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, as determined by the Board of Directors of the Company in good faith) or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares of the Company and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares of the Company prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) Company and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which ; provided, however, if the Board of Directors elects to make of the Company authorizes redemption effective of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall be referred to as require the "REDEMPTION DATEconcurrence of a majority of such Continuing Directors." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (ba) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) Company and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which ; provided, however, if the Board of Directors elects to make -------- ------- of the Company authorizes redemption effective of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall be referred to as require the "REDEMPTION DATEconcurrence of a majority of such Continuing Directors." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, -------- however, that the failure to give, give or any defect in, any such notice shall not ------- affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company maythen outstanding Warrants may be redeemed, at its the option and with the approval of the Board of DirectorsCompany, at $.05 per share of Common Stock purchasable upon exercise of such Warrants, any time after February 17, 1999, the Daily Market Price per share of the Common Stock for a period of at least 20 consecutive trading days ending not more than 10 days prior to the Close date of Business on the earlier notice given pursuant to SECTION 8(b) hereof has equaled or exceeded $2.50, and prior to expiration of (i) the fifth day following Warrants. The Daily Market Price of the Shares Acquisition Date (or such later date as may Common Stock shall be determined by action the Company in the manner set forth in SECTION 8(e) as of the Company's Board end of Directors and publicly announced by each trading day (or, if no trading in the Company) and (ii) the Final Expiration DateCommon Stock occurred on such day, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by end of the immediately preceding trading day in which trading occurred) before the Company may give notice of redemption. All outstanding Warrants must be made effective redeemed if any are redeemed, and any right to exercise an outstanding Warrant shall terminate at such time, 5:00 p.m. (Arizona Time) on such basis and with such conditions as the Board business day immediately preceding the date fixed for redemption. A trading day shall mean a day in which trading of Directors in its sole discretion may establish. The date securities occurred on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATENew York Stock Exchange." (b) Immediately upon The Company may exercise its right to redeem the action Warrants only by giving the notice set forth in the following sentence by the end of the Board tenth day after the provisions of Directors SECTION 8 (a) have been satisfied. In case the Company shall exercise its right to redeem, it shall give notice to the registered holders of the Company ordering outstanding Warrants, by mailing to such registered holders a notice of redemption, first class, postage prepaid, at their addresses as they shall appear on the records of the Company. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the registered holder actually receives such notice. (c) The notice of redemption shall specify the redemption of price, the Rights, evidence of date fixed for redemption (which shall have been filed with be between the Rights Agentthirtieth and forty-fifth day after such notice is mailed), the place where the Warrant certificates shall be delivered and the redemption price shall be paid, and without any further action and without any notice, that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (Arizona Time) on the only right thereafter of business day immediately preceding the holders of Rights date fixed for redemption. (d) Appropriate adjustment shall be made to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption price and to the Rights Agent and the holders of the then outstanding Rights by mailing such notice minimum Daily Market Price prerequisite to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 SECTION 8(a) hereof, in each case on the same basis as provided in SECTION 3 hereof with respect to adjustment of the Warrant Price. (e) For purposes of this Agreement, the term "Daily Market Price" shall mean (i) if the Common Stock is traded in the over-the-counter market and other than not in connection with the purchase NASDAQ National Market System nor on any national securities exchange, the closing bid price of the Common Shares prior Stock on the trading day in question, as reported by NASDAQ or an equivalent generally accepted reporting service, or (ii) if the Common Stock is traded in the NASDAQ National Market System or on a national securities exchange, the daily per share closing price of the Common Stock in the NASDAQ National Market System or on the principal stock exchange on which it is listed on the trading day in question, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by NASDAQ, the bid price referred to in said clause shall be the Distribution Datelowest bid price as reported on the OTC Bulletin Board, or if not available, in the "pink sheets" published by National Quotation Bureau, Incorporated. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in the NASDAQ National Market System or on the national securities exchange on which the Common Stock is then listed.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day tenth Business Day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICEPrice") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, This Warrant may be redeemed at its the option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights Company at a redemption price of $0.001 per Right, appropriately adjusted (subject to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either adjustment in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights good faith by the Company may be made effective at such time, on such basis and with such conditions as the Company’s Board of Directors in its sole discretion may establish. The date on which the Board event of Directors elects to make stock splits or other events described in Section 12 or 13 above) (the redemption effective shall be referred to as “Redemption Price”), per Warrant Share at any time after the "REDEMPTION DATE." Initial Exercise Date provided that (bi) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which average Closing Price shall have been filed greater than or equal to $ (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar events with respect to the Common Stock that occur after the date of the Purchase Agreement) for any fifteen (15) consecutive trading days (a “Triggering Event”) during a period ending within two (2) business days prior to the Redemption Notice Date (as defined below), (ii) during the period from the Redemption Notice Date to the Redemption Date the Company shall have honored in accordance with the Rights Agentterms of this Warrant all Notices of Exercise delivered by the Redemption Date, (iii) during the period from the Redemption Notice Date to the Redemption Date the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and without (iv) during the period from the Redemption Notice Date to the Redemption Date the Common Stock shall be listed or quoted for trading on the Trading Market.; provided, further, that at any further action time after the Redemption Notice Date (as defined below) and without any noticeprior to the Redemption Date (as defined below) the Holder may exercise this Warrant after the Initial Exercise Date; and provided, further, that if the Redemption Notice Date is prior to the Initial Exercise Date, then solely with respect to the redemption that is the subject of such Redemption Notice, the right Redemption Date for such redemption shall be the thirtieth (30th) day after the Initial Exercise Date and such redemption shall occur only if the following conditions are satisfied (and in the event they are not satisfied on or before such Redemption Date, the applicable Redemption Notice shall be deemed rescinded): (i) the average Closing Price shall have been greater than or equal to exercise $ (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar events with respect to the Rights will terminate Common Stock that occur after the date of the Purchase Agreement) for the fifteen (15) consecutive trading days during the period ending on the Initial Exercise Date, (ii) during the period from the Initial Exercise Date to the Redemption Date the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by the Redemption Date, (iii) during the period from the Initial Exercise Date to the Redemption Date the Registration Statement shall be effective as to all Warrant Shares and the only right thereafter prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (iv) during the holders of Rights period from the Redemption Notice Date to the Redemption Date the Common Stock shall be listed or quoted for trading on the Trading Market. The Company shall provide written notice of redemption which shall specify the Redemption Date (the “Notice of Redemption”) to the Holder not later than two (2) business days after a Triggering Event. On or after the date fixed for redemption (the “Redemption Date”) which shall be no less than thirty (30) days after the date that the Notice of Redemption is sent to the Holder (the “Redemption Notice Date”), the Holder shall have no rights with respect to this Warrant except to receive the Redemption Price. The Company shall promptly give public notice Price upon surrender of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution DateWarrant Certificate.

Redemption. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (aincluding without limitation subsection 15.2 below), in the event that the closing sale price of the Company’s Common Stock (as reported by the Nasdaq Stock Market or such other principal stock exchange on which such Common Stock is then listed or admitted to trading, or quoted, as applicable) is greater than $5.00 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a period (“Pricing Period”) of ten (10) consecutive Trading Days, the Company shall have the right, upon at least ten (10) Trading Days' prior written notice to the Holder (“Redemption Notice”), to redeem all or a portion of this Warrant representing any or all of the then remaining number of shares underlying this Warrant (not previously exercised), at a redemption price equal to $.01 per share issuable hereunder for the portion hereof being redeemed. Any redemption hereunder shall occur on the date specified in the Redemption Notice (“Redemption Date”), provided that such Redemption Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Redemption Notice (the “Redemption Notice Date”). The Company may, at its option and with may not deliver any Redemption Notice until after the approval completion of the Board Pricing Period, and must deliver any Redemption Notice within five (5) Trading Days following the last day of Directorsany Pricing Period. The period from the Redemption Notice Date to the Redemption Date shall be referred to herein as the “Post-Call Period”. The Holder may exercise this Warrant, including any portion subject to a Redemption Notice, at any time prior and from time to time during the period from the Redemption Notice Date through the date on which the redemption price for such Warrants is paid by the Company (and thereafter if such redemption price is not paid), and the Company shall honor all tendered subscription forms during such period. If the Company intends to redeem less than all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. 15.2 Notwithstanding anything to the Close of Business on contrary herein, the earlier of Company shall be prohibited from exercising its right to redeem this Warrant pursuant to this Section if at any time during the Post-Call Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Call Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the fifth day following resale of all Registrable Securities (as defined in the Shares Acquisition Date (or such later date as may be determined Registration Rights Agreement) is covered by action an effective registration statement in accordance with the terms of the Company's Board of Directors and publicly announced by the Company) and Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the Final Expiration Date, redeem all but resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not less than all subject at the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted time to reflect any stock split, stock dividend blackout or similar transaction occurring after circumstance; (iii) such Registrable Securities are listed, or approved for listing prior to issuance, on either the date hereof New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or such other principal stock exchange on which such Common Stock is then listed or admitted to trading, or quoted, as applicable (each an “Approved Market”) and are not subject to any trading suspension (nor shall trading generally have been suspended on such redemption price being herein referred to as the "REDEMPTION PRICE") exchange or market), and the Company may, at its option, pay shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Redemption Price either in Common Shares (based Stock on the Current Per Share Approved Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board Common Stock is then traded or listed; (iv) the requisite number of Directors elects to make shares of Common Stock shall have been duly authorized and reserved for issuance as required by the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action terms of the Board of Directors Agreements; and (vi) none of the Company ordering the redemption or any direct or indirect subsidiary of the Rights, evidence Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of which shall have been filed with the Rights Agent, and without any further action and without any noticethis Warrant, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, Purchase Agreement or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution DateRelated Documents.

Redemption. At any time after Effective Date (as define below) and prior to the exercise of this Warrant: (a) The Company may, at its option and with the approval of the Board of Directors, On not less than twenty (20) days notice given at any time prior when the registration statement covering the resale of the shares of Common Stock issuable upon exercise of this Warrant required to be filed by the Company, pursuant to the Close stock and warrant purchase agreement, dated as of Business the date hereof, by and among the Company and the persons set forth on Exhibit A thereto (the earlier of “Purchase Agreement”), is effective (ithe “Effective Date”) the fifth and which shall remain effective during such twenty (20) day following the Shares Acquisition Date (or such later date as notice period, this Warrant may be determined by action redeemed, at the option of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per RightWarrant, appropriately adjusted provided the closing price on the Over the Counter Bulletin Board or, if applicable, any automated quotation system or national securities exchange, of the Common Stock issuable upon exercise of this Warrant shall exceed $5.10 for a period of twenty (20) consecutive trading days ending no more than fifteen (15) days prior to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as of the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time notice of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon If the action of the Board of Directors of conditions set forth in Section 4(a) are met, and the Company ordering elects to exercise its right to redeem this Warrant, it shall mail a notice of redemption to the registered Holder of this Warrant to be redeemed, first class, postage prepaid, not later than the thirtieth (30th) day before the date fixed for redemption, at their last address as shall appear on the records maintained by the Company. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the registered Holder receives such notice. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the Rights, evidence of which shall have been filed with the Rights Agent, date fixed for redemption and without any further action and without any notice, (iii) that the right to exercise this Warrant shall terminate at 5:00 P.M. (New York time) on the Rights will terminate and business day immediately preceding the only right thereafter date fixed for redemption. The date fixed for the redemption of the holders of Rights this Warrant shall be to receive the “Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the Date.” No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a registered Holder (A) to whom notice was not mailed or (B) whose notice was defective. Within ten An affidavit of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (10d) days Any right to exercise this Warrant shall terminate at 5:00 P.M. (New York City time) on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, Holder of this Warrant shall have no further rights except to receive, upon surrender of the Board of Directors ordering Warrant, the redemption of price. (e) From and after the RightsRedemption Date specified, the Company shall give shall, at the place specified in the notice of such redemption redemption, upon presentation and surrender to the Rights Agent and the holders Company by or on behalf of the then outstanding Rights by mailing such notice registered Holder thereof of one or more certificates evidencing this Warrant to all such holders at their last addresses as they appear be redeemed, deliver or cause to be delivered to or upon the registry books written order of the Rights Agent or, prior such Holder a sum in cash equal to the Distribution Dateredemption price of this Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem this Warrant, on this Warrant shall expire and become void and all rights hereunder, except the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the right to receive payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeemredemption price, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Dateshall cease.

Redemption. (a) The Company mayOn not less than thirty (30) days written notice (the "Redemption Notice"), to Registered Holders of the Warrants being redeemed, the Warrants may be redeemed, at its the option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.05 per RightWarrant, appropriately adjusted provided (i) the market price (determined in accordance with section 11 hereof) shall exceed $8.00 for the 20 consecutive trading days ending on the fifth trading day prior to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of the Redemption Notice (such redemption price being herein referred to as the "REDEMPTION PRICETarget Price"), subject to adjustment as set forth in Section 9(f) hereof and (ii) a registration statement covering the Warrants and the Warrant Shares filed under the Securities Act of 1933, as amended (the "Act") has been declared effective and the Company may, at its option, pay the Redemption Price either in Common Shares (based remains effective on the Current Per Share Market Price thereof at the time of redemption) or cash. Such date fixed for redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as Warrants (the "REDEMPTION DATERedemption Date")." (b) Immediately upon If the action conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to redeem the Warrants, it shall mail a Redemption Notice to each of the Board of Directors Registered Holders of the Company ordering Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The Redemption Notice shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which (iii) the place where the Warrant Certificates shall have been filed with be delivered and the Rights Agentredemption price paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (New York time) on the only right thereafter of the holders of Rights shall be to receive business day immediately preceding the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Underwriter or the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (10d) days Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, Registered Holders of the Board of Directors ordering the redemption Warrants shall have no further rights except to receive, upon surrender of the RightsWarrant, the Redemption Price. (e) From and after the Redemption Date, the Company shall give notice shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the Registered Holder thereof of one or more Warrant Certificates evidencing Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such redemption Registered Holder a sum in cash equal to the Rights Agent Redemption Price of each such Warrant. From and after the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear Redemption Date and upon the registry books deposit or setting aside by the Company of a sum sufficient to redeem all the Rights Agent orWarrants called for redemption, prior such Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates, except the right to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the receive payment of the Redemption Price will be made. Neither Price, shall cease. (f) If the Company nor any shares of its Affiliates the Company's Common Stock are subdivided or Associates may redeem, acquire combined into a greater or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase smaller number of shares of Common Shares Stock, the Target Price shall be proportionally adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the Distribution Datetotal number of shares of Common Stock to be outstanding immediately after such event.

Redemption. If at anytime during the Exercise Period the Common Stock trades at or above $0.90 per share (asubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like) The (the “Threshold Price”) during 20 consecutive Trading Days (the “Measurement Period”), then the Company may, at its option and with the approval upon 30 days prior written notice “Redemption Notice”), call for redemption (“Call”) of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the Warrants then outstanding Rights at a redemption price of $0.001 0.005 per Rightshare. If the conditions set forth below for such Call are satisfied from the period from the date of the Redemption Notice through and including the Redemption Date (as defined below), appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring then this Warrant for which a Notice of Exercise shall not have been received by the Redemption Date will be cancelled at 6:00 p.m. (New York City time) on the 30th day after the date hereof the Call Notice is placed in the United States mail (by first class mail) (such redemption price being herein referred to as date, the "REDEMPTION PRICE") and the Company may“Redemption Date”); provided, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by however that the Company may be made effective at such time, on such basis and with such conditions as extend the Board Redemption Date to a later date of Directors in its sole discretion may establish. The date on which not more than thirty (30) days from the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately Redemption Date upon the action 7 days prior written notice of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the original Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the RightsIn furtherance thereof, the Company shall give notice covenants and agrees that it will honor all Notices of such redemption Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered prior to 6:00 p.m. (New York City time) on the Redemption Date. Notwithstanding anything to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically contrary set forth in this Section 23 Warrant, the Company may not deliver a Redemption Notice or in Section 24 hereofrequire the cancellation of this Warrant (and any Redemption Notice will be void), unless, from the beginning of the 1st consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Redemption Date, either (a) the Company has effective under the Securities Act of 1933, as amended, a registration statement providing for the resale of the Warrant Shares and other than in connection with the purchase prospectus thereunder available for use by the Holders for the resale of Common all such Warrant Shares prior or (b) the Warrant Shares may be sold without volume restriction pursuant to Rule 144(k) of the Distribution Date.Securities Act of 1933, as amended..

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, On not less than twenty (20) days notice given at any time prior to after the Close of Business on Initial Warrant Exercise Date, the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as Warrants may be determined by action redeemed, at the option of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.05 per RightWarrant, appropriately adjusted provided, that the Market Price of the Common Stock receivable upon exercise of the Warrant shall equal or exceed $8.40 (the "Target Price"), subject to reflect adjustment as set forth in Section 8(f) below. Market Price for the purpose of this Section 8 shall mean (i) the average closing bid price for any stock split, stock dividend or similar transaction occurring after ten (10) consecutive trading days within a period of thirty (30) consecutive trading days ending within five (5) days prior to the date hereof of the notice of redemption, which notice shall be mailed no later than five days thereafter, of the Common Stock as reported by the NASD OTC Bulletin Board or (such redemption price being herein referred to as ii) the "REDEMPTION PRICE"last reported sale price, for ten (10) and consecutive business days, ending within five (5) days of the Company maydate of the notice of redemption, at its optionwhich notice shall be mailed no later than five days thereafter, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date primary exchange on which the Board Common Stock is traded, if the Common Stock is traded on a national securities exchange. All Warrants of Directors elects to make the redemption effective shall a class must be referred to as the "REDEMPTION DATEredeemed if any of that class are redeemed." (b) Immediately upon If the action conditions set forth in Section 8(a) are met, and the Company desires to exercise its right to redeem the Warrants, it shall mail a notice of redemption to each of the Board of Directors Registered Holders of the Company ordering Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the Rightsdate fixed for redemption, evidence of which (iii) the place where the Warrant Certificates shall have been filed with be delivered and the Rights Agentredemption price paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the holders of Rights Warrant shall be to receive the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (10d) days Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, Holders of the Board of Directors ordering the redemption Warrants shall have no further rights except to receive, upon surrender of the RightsWarrant, the Redemption Price. (e) From and after the Redemption Date specified for, the Company shall give shall, at the place specified in the notice of such redemption redemption, upon presentation and surrender to the Rights Agent and the holders Company by or on behalf of the then outstanding Rights by mailing such notice Registered Holder thereof of one or more Warrant Certificates evidencing Warrants to all such holders at their last addresses as they appear be redeemed, deliver or cause to be delivered to or upon the registry books written order of the Rights Agent or, prior such Holder a sum in cash equal to the Distribution Dateredemption price of each such Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, on such Warrants shall expire and become void and all rights hereunder and under the registry books of Warrant Certificates, except the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the right to receive payment of the Redemption Price will be made. Neither redemption price, shall cease. (f) If the Company nor any shares of its Affiliates the Company's Common Stock are subdivided or Associates may redeem, acquire combined into a greater or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase smaller number of shares of Common Shares Stock, the Target Price shall be proportionally adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the Distribution Datetotal number of shares of Common Stock to be outstanding immediately after such event.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Maturity Date, redeem all but not less than all the then outstanding Rights CVRs, in whole or in part, at a redemption price of $0.001 0.75 per RightCVR (the “Redemption Price”). Partial redemptions shall be made on a pro rata basis, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time number of redemption) or cashCVRs held by each Holder. Such The redemption of CVRs by the Rights by Board of Directors of the Company may be made effective at such time, on such basis time and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) From and after the date hereof but prior to the Maturity Date, in the event of a Change of Control, the Company shall, upon the consummation of such Change of Control, redeem all of the CVRs at the Redemption Price. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of CVRs pursuant to Section 2.5(a) or the Rights, evidence consummation of which shall have been filed with the Rights AgentChange of Control under Section 2.5(b), and without any further action and without any further notice, each CVR subject to redemption shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease, except for the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Within 10 days after such action or consummation, the Company shall promptly give public mail, or cause to be mailed, a notice of any such redemption; provided, however, that the failure redemption to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action each of the Board Holders of Directors ordering the then outstanding CVRs at its registered address. (d) If the Company orders the redemption of the RightsCVRs pursuant to Section 2.5(a) or consummates a Change of Control under Section 2.5(b), the Company shall give notice establish the date of such redemption to order or consummation as the Rights Redemption Date. On or immediately following such Redemption Date, the Company shall appoint a Paying Agent and the holders of the then outstanding Rights by mailing such notice cause an amount in cash equal to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price multiplied by the number of CVRs outstanding to be delivered to the Paying Agent, who will in turn, as promptly as practicable, pay to each of the Holders an amount in cash equal to the Redemption Price multiplied by the number of CVRs held by such Holder as reflected on the CVR Register by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such Redemption Date. (e) The Company shall be madeentitled to deduct and withhold, or cause to be deducted or withheld, from the Redemption Price otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. Neither To the Company nor any of its Affiliates extent that amounts are so withheld or Associates may redeem, acquire paid over to or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection deposited with the purchase relevant governmental entity, such withheld amounts shall be treated for all purposes of Common Shares prior this Agreement as having been paid to the Distribution Date.Holder in respect of which such deduction and withholding was made

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company mayAt any time after six (6) months from the date hereof, the Warrants may be redeemed, at its the option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.10 per RightWarrant Share, appropriately adjusted provided the Closing Sale Price of the Common Stock issuable upon exercise of this Warrant shall equal or exceed 200% of the Warrant Exercise Price for a period of twenty (20) consecutive trading days prior to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as of the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time notice of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon If the action conditions set forth in Section 9(a) are met, and the Company elects to exercise its right to redeem the Warrants, it shall mail by certified or registered mail, return receipt requested, or send by nationally recognized overnight delivery service, a notice of redemption to each of the Board of Directors registered holders of the Company ordering Warrants to be redeemed not later than the thirtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained by the Company. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the registered holder receives such notice. (c) The notice of redemption shall specify (i) the redemption of price, (ii) the Rights, evidence of which shall have been filed with the Rights Agentdate fixed for redemption, and without any further action and without any notice, (iii) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the holders of Rights Warrant shall be to receive the "Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the Date." No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a registered holder (A) to whom notice was not mailed or (B) whose notice was defective. Within ten An affidavit of the warrant agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (10d) days Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, holders of the Board Warrants shall have no further rights except to receive, upon surrender of Directors ordering the Warrant, the redemption of price. (e) From and after the RightsRedemption Date specified, the Company shall give shall, at the place specified in the notice of such redemption redemption, upon presentation and surrender to the Rights Agent and the holders Company by or on behalf of the then outstanding Rights by mailing such notice registered holder thereof of one or more warrant certificates evidencing Warrants to all such holders at their last addresses as they appear be redeemed, deliver or cause to be delivered to or upon the registry books written order of the Rights Agent or, prior such holder a sum in cash equal to the Distribution Dateredemption price of each such Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, on such Warrants shall expire and become void and all rights hereunder and under the registry books of warrant certificates, except the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the right to receive payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeemredemption price, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Dateshall cease.

Redemption. (a) The Notwithstanding anything to the contrary in the Indenture, the Company may, at its option and with shall not have the approval of the Board of Directors, at right to redeem any time Notes prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Redemption Trigger Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Component Notes, on any date (the “Redemption Date”) on or after the Redemption Trigger Date (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date. Each redemption pursuant to this Section 2.9 shall be subject to Article III of the Base Indenture, except that, for purposes of the Notes, Sections 3.03(a), 3.04, 3.05 and 3.06 of the Base Indenture shall not apply. Notwithstanding Section 3.02 of the Base Indenture, the notice of the foregoing redemption need not set forth the Note Redemption Price but only the manner of calculation thereof. The Company shall notify the Trustee of the Note Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for any such redemption; determination. If the giving of notice of redemption shall have been completed as above provided, however, that the failure Securities or portions of Securities of the series to give, or any defect in, any be redeemed specified in such notice shall not affect become due and payable on the validity date and at the place stated in such notice at the applicable redemption price, and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemptionredemption price with respect to any such Security or portion thereof. Within ten (10) days On presentation and surrender of such Securities on or after the action date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series. For avoidance of doubt, the First Tranche Notes may be redeemed pursuant to this Section 2.9 independently of the Board of Directors ordering Second Tranche Notes, and the redemption Second Tranche Notes may be redeemed pursuant to this Section 2.9 independently of the RightsFirst Tranche Notes. If any Component Note is, in connection with a redemption, separated from the Note of which it forms a part, then, upon the surrender of such Note to the Paying Agent for redemption, the Company shall give notice execute, the Trustee or Authenticating Agent shall authenticate and the Trustee shall make available for delivery to the Holder of such redemption Note, certificates representing the Component Notes of such Note that are not being redeemed pursuant to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Dateredemption.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and Company or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price current per share market price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions (as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects determined pursuant to make the redemption effective shall be referred to as the "REDEMPTION DATE."Section 11(d) (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, give or any defect in, any such notice shall not affect effect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth fifteenth day following the Shares Acquisition Date (or such later date as may be determined by action of a majority of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Notwithstanding the provision of Section 23(a), in the event that a majority of the Board of Directors of the Company is elected by stockholder action by written consent or at a special meeting of stockholders (a meeting other than a regularly scheduled annual meeting), then until the (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directorsoption, at any time from and after , and at or prior to the Close of Business 5:00 p.m., [New York time], on the earlier of (i) the fifth day following Scheduled Share Conversion Date or the Shares Acquisition Accelerated Share Conversion Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Datedefined in Section 7.2, redeem all but not less than all of the then outstanding Rights Warrants at a redemption price of $0.001 $ per RightWarrant, appropriately adjusted subject to reflect any stock splitadjustment pursuant to the provisions of Section 7.3(b). Such price, stock dividend or similar transaction occurring after as the date hereof (such redemption price being herein same may be from time to time adjusted, is hereinafter referred to as the "REDEMPTION PRICE") and Redemption Price." If the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption should desire to exercise such right to redeem all of the Rights by the Company may be made effective at such timethen outstanding Warrants, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights it will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders thereof as follows: Notice of such redemption to holders of the then outstanding Rights by mailing such notice Warrants shall be mailed to all such holders at not less than 30 nor more than 90 days prior to the date fixed for redemption to their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesWarrant Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will specify the date fixed for redemption ("Redemption Date") and the Redemption Price. The notice will state the method by which the that payment of the Redemption Price will be made. Neither made at the office or agency of the Warrant Agent or at the option of the Company nor any at a specified office of its Affiliates or Associates may redeemthe Company in the City of Dallas, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereofState of Texas, upon presentation and surrender of such Warrants, and other than in connection will also state that the right to exercise the Warrants will terminate at the close of business on the business day immediately preceding the Redemption Date. On or before the Redemption Date, the Company shall deposit with the purchase of Common Shares prior Warrant Agent funds in form satisfactory to the Distribution DateWarrant Agent sufficient to redeem the then outstanding Warrants at the Redemption Price.]

Redemption. (a) The Company mayi. Subject to this Section 4(e), at its option Purchaser and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which Zouk shall have been filed with the Rights Agentright, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within within ten (10) Business Days following September 25, 2015 (the “Redemption Trigger Date”), to require the Company to redeem (a “Redemption”) all or a portion of the Purchased Shares for an amount in cash equal to the Redemption Repurchase Amount of such Purchased Shares submitted for redemption. ii. Purchaser and Zouk shall effect a Redemption of the Purchased Shares pursuant to this Section 4(e) by providing the Company with a written Redemption notice, executed by both Purchaser and Zouk (a “Redemption Notice”), specifying: (A) the number of Purchased Shares and Zouk Shares to be redeemed and (B) subject to Section 4(e)(iii) below, the date on which such Redemption is to be effected (the “Redemption Date”), which Redemption Date and time shall not be prior to one hundred eighty (180) days after the action Redemption Trigger Date; provided, that (x) within twenty four (24) hours of the Board of Directors ordering the redemption of the Rightsreceiving a Redemption Notice, the Company shall give provide each of the applicable Primary Investors (as defined in the Series H Certificate of Designation and the Series I Certificate of Designation, respectively) written notice of its receipt of such redemption a Redemption Notice, together with a copy of such Redemption Notice and all related documentation included therewith, and (y) notwithstanding anything herein to the Rights Agent and contrary, a Redemption Notice shall only become effective on the holders fifth (5th) Business Day after receipt by the Company of such Redemption Notice. To effect a Redemption of the then outstanding Rights Purchased Shares, Purchaser shall surrender the certificate(s) representing such Purchased Shares to the Company. On the Redemption Date, the Company shall pay the Redemption Repurchase Amount by mailing such notice check to the order of Purchaser or, if instructions are provided therefore in the Redemption Notice, by wire transfer of immediately available funds. Unless all such holders at their last addresses as they appear upon the registry books of the Rights Agent orPurchased Shares are redeemed on the Redemption Date, prior the Company shall, as soon as practicable and in no event later than one hundred eighty (180) days after the Redemption Notice and at its own expense, issue a new certificate evidencing the number of Purchased Shares owned by Purchaser after giving effect to the Distribution Date, Purchased Shares redeemed on the registry books Redemption Date. Any Purchased Shares redeemed pursuant to the terms hereof shall be canceled and shall not be reissued. iii. Any Redemption of Purchased Shares pursuant to this Section 4(e) shall be payable only to the extent permitted under applicable Delaware law. Notwithstanding anything to the contrary herein, the Company shall not be permitted or required to redeem any Purchased Shares for so long as such Redemption would result in an event of default under (A) the Debt Facilities; or (B) any amendments or restatements of, supplements to, or new facility or facilities entered into in replacement of, the Debt Facilities. iv. Purchaser hereby acknowledges and agrees that any Redemption hereunder will be on a pari passu basis with the rights of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment Holders under Section 5(a) of the Redemption Price will be made. Neither Series H Certificate of Designation and Section 5(a) of the Company nor any Series I Certificate of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution DateDesignation.

Redemption. (a) The Company may, at its option and with shall not have the approval of right to redeem the Board of Directors, at any time Series H Preferred Stock prior to the Close third anniversary of Business on the earlier of (i) Issue Date. Thereafter and prior to the fifth day following anniversary of the Shares Acquisition Issue Date, the Company shall have the right to redeem the Series H Preferred Stock, in whole but not in part, at a redemption price per share in cash equal to the then effective Liquidation Preference plus accrued and unpaid dividends for the period from and including the most recent Dividend Payment Date (or such later through and including the date as may be determined by action of redemption if the Market Value of the Company's Board Voting Common Stock ending on the date of Directors the Redemption Notice exceeds 135% of the Conversion Price then in effect. On and publicly announced by after the Company) fifth anniversary of the Issue Date and (ii) prior to the Final Expiration twelfth anniversary of the Issue Date, the Company shall have the right to redeem the Series H Preferred Stock, in whole but not in part, at the redemption price per share in cash set forth below (expressed as a percentage of the sum of the then effective Liquidation Preference plus accrued and unpaid dividends for the period from and including the most recent Dividend Payment Date through and including the date of redemption), if redeemed during the twelve-month period beginning on the anniversary of the Issue Date in the years indicated below: Year Percentage ---- ---------- 2004 .................... 103.500% 2005 .................... 102.333 2006 .................... 101.167 2007 and thereafter ..... 100.000 (b) To the extent that the Company shall have funds legally available for such payment, on the twelfth anniversary of the Issue Date (and to the extent that the Company does not then have funds legally available, as soon thereafter as the Company shall have funds legally available), the Company shall redeem all but not less than all outstanding shares of the then outstanding Rights Series H Preferred Stock, if any, at a redemption price of $0.001 per Right, appropriately adjusted share in cash equal to reflect any stock split, stock dividend or similar transaction occurring after the then effective Liquidation Preference plus accrued and unpaid dividends for the period from and including the most recent Dividend Payment Date through and including the date hereof of redemption. (such redemption price being herein referred c) A notice of the Company's intent to as redeem the Series H Preferred Stock (the "REDEMPTION PRICERedemption Notice") and shall be sent by or on behalf of the Company mayCompany, by first class mail, postage prepaid, to holders of record at its option, pay the Redemption Price either in Common Shares (based their respective addresses as they shall appear on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption records of the Rights by Company, not less than 30 days nor more than 120 days prior to the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE."fixed for redemption, (bi) Immediately upon the action notifying such holders of the Board of Directors election of the Company ordering the redemption to redeem such shares and of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such date fixed for redemption; provided, however, ; (ii) stating that the failure to give, or any defect in, any such notice shall not affect Series H Preferred Stock may be converted until the validity close of such redemption. Within ten (10) days after business on the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, Business Day prior to the Distribution Datedate of redemption by surrendering to the Company or its transfer agent for the Series H Preferred Stock the certificate or certificates for the shares to be converted, on accompanied by written notice specifying the registry books number of shares to be converted, and stating the name and address of the transfer agent for the Common Shares. Any notice Series H Preferred Stock, if any; (iii) stating the place or places at which is mailed in the manner herein provided shares called for redemption shall, upon presentation and surrender of the certificates evidencing such shares, be redeemed, and the redemption price to be paid therefor; (iv) stating that dividends shall be deemed given, whether or not cease to accrue on the holder receives the notice. Each such notice date of redemption will state unless the method by which Company defaults in the payment of the redemption price; and (v) stating the name and address of the Redemption Price will be madeAgent. (d) The Company shall appoint one or more Redemption Agents. Neither Following such appointment and prior to any redemption, the Company nor any shall deliver to the Redemption Agent irrevocable written instructions authorizing the Redemption Agent, on behalf and at the expense of its Affiliates or Associates may redeemthe Company, acquire or purchase for value any Rights at any time to cause the Redemption Notice to be duly mailed as soon as practicable after receipt of such irrevocable instructions and in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection accordance with the purchase of Common Shares above provisions. All funds necessary for the redemption shall be deposited with the Redemption Agent in trust at least two Business Days prior to the Distribution Datedate fixed for redemption, for the pro rata benefit of the holders of the Series H Preferred Stock, so as to be and continue to be available therefor. Neither failure to mail any such Redemption Notice, nor any defect in any Redemption Notice to one or more such holders shall affect the sufficiency of the proceedings for redemption as to other holders. (e) If a Redemption Notice shall have been given as hereinbefore provided, then each holder of Series H Preferred Stock shall be entitled to all relative rights, preferences and limitations accorded to holders of the Series H Preferred Stock until and including the date of redemption. Provided that the Company shall have complied with its obligations pursuant to Sections 5(c) and 5(d), from and after the date of redemption, Series H Preferred Stock shall no longer be deemed to be outstanding, and all rights of the holders of such shares shall cease and terminate, except the right of the holders of such shares, upon surrender of certificates therefor, to receive amounts to be paid hereunder. (f) The deposit of monies in trust with the Redemption Agent shall be irrevocable except that the Company shall be entitled to receive from the Redemption Agent the interest or other earnings, if any, earned on any monies so deposited in trust, and the holders of the shares redeemed shall have no claim to such interest or other earnings, and any balance of monies so deposited by the Company and unclaimed by the holders of the Series H Preferred Stock entitled thereto at the expiration of two years from the date of redemption shall be repaid, together with any interest or other earnings thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for such payment, without interest.

Redemption. (a) The 14.1. Commencing on the Initial Exercise Date, the Company may, on ten (10) business days' prior written notice, redeem all the Warrants at its option and with five cents ($.05) per Warrant, provided however, that before any such call for redemption of Warrants can take place the approval closing sale price of the Board Common Stock as quoted on Nasdaq or, if such shares are not quoted on Nasdaq, on the principal market on which such shares shall then be trading, shall have, for each of Directors, at any time the ten (10) consecutive trading days ending on the third (3rd) day prior to the Close date on which the notice contemplated by (b) and (c) below is given, equaled or exceeded $6.45 per share (subject to adjustment in the event of Business on any stock splits or other similar events as provided in Section 5 hereof); provided that the earlier Company shall not have the right to give notice of redemption or to redeem the Warrants unless a Registration Statement under the Investor Rights Agreement covering all the Underlying Securities shall be effective at the time of the notice and the Redemption Date, as defined below. 14.2. The notice of redemption shall specify (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and redemption price, (ii) the Final Expiration Datedate fixed for redemption, redeem all but not which shall in no event be less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring ten (10) business days after the date hereof of mailing of such notice, (such iii) the place where the Warrant shall be delivered and the redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agentpaid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the holders of Rights Warrants shall be to receive the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten (10) days after the action An affidavit of the Board of Directors ordering Warrant Agent or the redemption Secretary or Assistant Secretary of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such that notice of redemption will state has been mailed shall, in the method by which the payment absence of fraud, be prima facie evidence of the facts stated therein. 14.3. Any right to exercise a Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption Price will be madeDate. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior The redemption price payable to the Distribution DateHolders shall be mailed to such persons at their addresses of record.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date time as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Dateany Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash). Such The redemption of the Rights by the Company Board of Directors may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The If redemption of the Rights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date on which of the redemption, provided that nothing contained herein shall preclude the Board of Directors elects from subsequently causing the Rights to make be redeemed at a date earlier than the redemption previously scheduled effective shall be referred to as date of the "REDEMPTION DATEredemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights (or at the effective time of which shall have been filed with such redemption established by the Rights AgentBoard of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice, with simultaneous written notice to the Rights Agent, of any such redemption; provided, however, that the -------- ------- failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price to the registered holders of the Rights; then, and upon such action, all outstanding Rights Certificates shall be null and void without further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, in Section 24 hereof, and other than or in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company Board may, at its option and with the approval of the Board of Directorsoption, at any time prior to the earlier of (x) the Close of Business on the earlier tenth Business Day following the day on which the Stock Acquisition Date occurs (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the day on which the Record Date occurs) or (iy) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action Close of the Company's Board of Directors and publicly announced by the Company) and (ii) Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per RightRight (payable in cash, Class A Shares (based on the Current Market Price of the Class A Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price") and ). Notwithstanding anything contained in this Agreement to the Company maycontrary, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by shall not be exercisable after the Company may be made effective at first occurrence of a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company's right of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEhereunder has expired." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days As soon as practicable after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all each such holders holder at their its last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesShares of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth Close of Business on the tenth day following the Shares Acquisition Date (or such later date as may be determined by action if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Company's Board of Directors and publicly announced by tenth day following the CompanyRecord Date) and or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE") and “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the Current Per Share Market Price thereof current market price of the Common Shares at the time of redemption) or cashany other form of consideration deemed appropriate by the Board of Directors of the Company. Such The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(a) (or, if the resolutions of the Board of Directors electing to redeem the Rights state that the redemption will not be effective until a specified future time or the occurrence of a specified future event, at such future time or upon the occurrence of such future event), evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, if the Board of Directors of the -------- ------- Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, -------- however, that the failure to give, give or any defect in, any such notice shall not ------- affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at At any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration DateMay 15, redeem all but 2013 upon not less than all 30 nor more than 60 days’ notice, the then outstanding Rights Company may redeem the 9% Securities in whole or in part at any time at a Redemption Price equal to 100% of the principal amount thereof plus the Make-Whole Premium, together with accrued and unpaid interest thereon, if any, to the applicable Redemption Date Notice of a redemption price of $0.001 per Rightthe 9% Securities made pursuant to this paragraph 5 shall be given in the manner set forth in Section 3.3 of the Indenture; provided however, appropriately adjusted to reflect that any stock splitsuch notice need not set forth the Redemption Price but need only set forth the calculation thereof as described in the immediately preceding sentence of this paragraph 5. The Redemption Price, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to calculated as the "REDEMPTION PRICE") and aforesaid, shall be set forth in an Officer’s Certificate delivered by the Company mayto the Trustee no later than one Business Day prior to the Redemption Date. At any time on or after May 15, 2013, upon not less than 30 days’ notice nor more than 60 days’ notice, the Company may redeem the 9% Securities for cash at its option, pay in whole or in part, at the following Redemption Price either Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing May 15 of the years indicated below, in Common Shares each case, together with accrued and unpaid interest, if any, thereon to the applicable Redemption Date (based subject to the right of Holders of record on the Current Per Share Market Price thereof at relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the time of redemption) or cash. Such redemption of the Rights by applicable Redemption Date): Year Percentage 2013 104.500 % 2014 102.250 % 2015 101.125 % 2016 and thereafter 100.000 % Prior to May 15, 2012, the Company may be made effective redeem from time to time up to 35% of the aggregate principal amount of the 9% Securities outstanding at a Redemption Price equal to 109.000% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable Redemption Date) with the Net Cash Proceeds of one or more Equity Offerings; provided, that at least 65% of the aggregate principal amount of the 9% Securities originally issued on the Series Issue Date remain outstanding after such timeredemption; and provided, on further, that such basis and with such conditions as redemption shall occur within 90 days after the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Pricesuch Equity Offering is consummated. The Company shall promptly give public notice of any such is not prohibited from acquiring the 9% Securities by means other than a redemption; provided, howeverwhether pursuant to an issuer tender offer, that the failure to givein open market transactions, or any defect inotherwise, any assuming such notice shall acquisition does not affect otherwise violate the validity of such redemption. Within ten (10) days after the action terms of the Board Indenture. The 9% Securities will not have the benefit of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Datea sinking fund.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice -------- ------- shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Commencing on the Initial Warrant Redemption Date, the Company may, on 30 days prior written notice redeem all the Warrants at its option and with $.05 per Warrant, provided that the approval last sale price of Common Stock, if the Common Stock is listed for trading on an exchange or inter-dealer quotation system which provides last sale prices, or, the average of the Board closing bid and asked quotes, if the Common Stock is listed for trading on an inter-dealer quotation system which does not provide last sale prices, on all 10 of Directors, at any time the trading days ending on the day immediately prior to the Close day on which the Company gives notice of Business redemption, has been $11.00 or higher (subject to proportionate adjustment for stock splits and reverse stock splits of such Common Stock from and after the date of this Agreement). Notwithstanding the foregoing, the Warrants underlying the Representative's Warrants are not subject to redemption. (b) In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the earlier records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than five business days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the Representatives a notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and redemption price, (ii) the Final Expiration Datedate fixed for redemption, redeem all but not which shall in no event be less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring that thirty (30) days after the date hereof of mailing of such notice, (such iii) the place where the Warrant Certificate shall be delivered and the redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as paid, (iv) that the "REDEMPTION DATE." (bRepresentatives are the Company's exclusive warrant solicitation agents and shall receive the commission contemplated by Section 3(b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agenthereof, and without any further action and without any notice, (v) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the holders of Rights Warrants shall be to receive the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten (10) days after the action An affidavit of the Board of Directors ordering Warrant Agent or the redemption Secretary or Assistant Secretary of the RightsCompany that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record. (e) The Company shall indemnify the underwriters and each person, if any, who controls the underwriters within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from the registration statement or prospectus referred to in Section 4(b) hereof to the same extent and with the same effect (including the provisions regarding contribution) as the provisions pursuant to which the Company has agreed to indemnify the underwriters contained in Section I of the Underwriting Agreement. (f) Five business days prior to the Redemption Date, the Company shall give notice furnish to the Representatives (i) an opinion of counsel to the Company, dated such date and addressed to the Representatives, and (ii) a "cold comfort" letter dated such date addressed to the Representatives, signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such redemption accountants' letter, with respect to events subsequent to the Rights Agent date of such financial statements, as are customarily covered in opinions of issuer's counsel and the holders in accountants' letters delivered to underwriters in underwritten public offerings of securities, including, without limitation, those matters covered in Sections 5(d) and (i) of the then outstanding Rights by mailing such notice Underwriting Agreement. (g) The Company shall as soon as practicable after the Redemption Date, and in any event within 15 months thereafter, make "generally available to all such holders at their last addresses as they appear upon its security holders" (within the registry books meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Rights Agent or, Act and covering a period of at least 12 consecutive months beginning after the Redemption Date. (h) The Company shall deliver within five business days prior to the Distribution DateRedemption Date copies of all correspondence between the Commission and the Company, on its counsel or auditors and all memoranda relating to discussions with the registry books Commission or its staff with respect to such registration statement and permit the Representatives to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the transfer agent for NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment business of the Redemption Price will be made. Neither Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution DateRepresentatives shall reasonably request.

Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants (aother than any Private Warrants that are held by the Sponsor or any Permitted Transferees) The Company maymay be redeemed, at its the option and with the approval of the Board of DirectorsCompany, at any time after they become exercisable and prior to their expiration, at the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action office of the Company's Board of Directors and publicly announced by Warrant Agent, upon the Company) and (ii) notice referred to in Section 6.2, at the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after Warrant (the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the “Redemption Price. The Company shall promptly give public notice of any such redemption”); provided, however, that the failure last sales price of the Common Stock has been equal to giveor greater than the Floor Price on each of 20 trading days within any 30 trading day period ending three Business Days prior to the date on which notice of redemption is given; and provided, or any defect infurther that with respect to the Public Warrants only, such Warrants (and the Common Stock issuable upon the exercise of such Warrants) are covered by an effective registration statement from the date of notice of redemption through the date fixed for redemption. If the foregoing conditions are satisfied, and such Warrants are called for redemption, each Registered Holder will be entitled to exercise their Warrants prior to the date scheduled for redemption. In the event the Company calls any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the Warrants for redemption of the Rightspursuant to this Section 6.1, the Company shall give notice have the option to require all (but not part) of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice those Warrants who elect to all such holders at exercise their last addresses as they appear upon the registry books of the Rights Agent or, Warrants prior to the Distribution Datedate scheduled for redemption to exercise the Warrants on a cashless basis. If the Company requires the Registered Holders of such Warrants to exercise on a cashless basis, on each holder of such Warrants shall pay the registry books Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the transfer agent number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Redemption Fair Market Value and the Warrant Price of the Warrants by (y) the Redemption Fair Market Value. The “Redemption Fair Market Value” shall mean the average reported last sales price of the Common Stock in the principal trading market for the Common Shares. Any notice Stock as reported by any national securities exchange or quoted on the FINRA OTC Bulletin Board (or successor exchange), as the case may be, for the 10 consecutive trading days ending on the third trading day prior to the date on which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior is sent to the Distribution DateRegistered Holders of such Warrants.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth day Close of Business on the tenth Business Day following the Shares Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price"); provided, however, that if after the occurrence of a Stock Acquisition Date Disinterested Directors cease to constitute a majority of the members of the Board, the Rights shall no longer be redeemable; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) and a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company mayor any of its Subsidiaries, at its optionwhich did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, pay and (ii) there are not other Persons, immediately following the Redemption Price either occurrence of the event described in Common Shares clause (based on i), who are Acquiring Persons, then the Current Per Share Market Price thereof at right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption) or cashredemption hereunder has expired. Such The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rightsmay, evidence of which shall have been filed with the Rights Agentat its option, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of pay the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeemin cash, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase shares of Common Shares prior to Stock (based on the Distribution DateCurrent Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company mayCommencing on the effective date of the Registration Statement on not less than thirty (30) days prior written notice, the Warrants may be redeemed, at its the option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.10 per RightWarrant (the "Redemption Price"), appropriately adjusted provided the closing bid price of the Company's Common Stock on The Nasdaq National or SmallCap Stock Market (as applicable) as reported by the National Quotation Bureau, Incorporated (or the last sale price, if quoted on a national securities exchange) exceeds $7.00 for at least 20 consecutive trading days ending on the third business day prior to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as of the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time notice of redemption) or cash. Such redemption All Warrants must be redeemed if any of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEWarrants are redeemed." (b) Immediately upon In case the action Company shall desire to exercise its right to so redeem the Warrants, it shall request the Warrant Agent to mail a notice of redemption to each of the Board of Directors Registered Holders of the Company ordering Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth (30th) day before the date fixed for redemption, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The notice of redemption shall specify (i) the Redemption Price, (ii) the date fixed for redemption, (iii) the place where the Warrant Certificates shall be delivered and the redemption of the Rights, evidence of which shall have been filed with the Rights Agentprice paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (Eastern Standard Time) on the only right thereafter of business day immediately preceding the holders of Rights date fixed for redemption shall be to receive the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten An affidavit of the Warrant Agent or the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (10d) days Any right to exercise a Warrant that has been called for redemption shall terminate at 5:00 p.m. (New York, New York time) on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, Holders of the Board of Directors ordering the redemption redeemed Warrants shall have no further rights except to receive, upon surrender of the Rightsredeemed Warrant, the Redemption Price. (e) From and after the date specified for redemption, the Company shall give shall, at the place specified in the notice of such redemption redemption, upon presentation and surrender to the Rights Agent and the holders Company by or on behalf of the then outstanding Rights by mailing such notice Registered Holder thereof of one or more Warrants to all such holders at their last addresses as they appear be redeemed, deliver or cause to be delivered to or upon the registry books written order of the Rights Agent or, prior such Holder a sum in cash equal to the Distribution DateRedemption Price of each such Warrant. From and after the date fixed for redemption and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, on such Warrants shall expire and become void and all rights hereunder and under the registry books of Warrant Certificates, except the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the right to receive payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeemPrice, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Dateshall cease.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors of the Company pursuant to paragraph (b) of this Section 23 and shall not be redeemed in any other manner. Notwithstanding anything contained or implied in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of an event described in Section 11(a)(ii) hereof until such time as the Company's rights of redemption hereunder have expired. (b) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close close of Business business on the earlier of (i) the fifth day following tenth Business Day after the Shares Acquisition Date (or such later date as may be determined by action of or, if the Company's Board of Directors and publicly announced by Shares Acquisition Date shall have occurred prior to the Company) and (ii) the Final Expiration Record Date, the close of business on the tenth Business Day following the Record Date), redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $0.001 .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, Common Shares (based on the Current Per Share Market Price thereof current per share market price (determined in accordance with Section 11(d)) of the Common Shares at the time of redemption) or cashany other form of consideration deemed appropriate by the Board of Directors. Such The redemption of the Rights by the Company Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors Directors, in its sole discretion discretion, may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (bc) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights pursuant to paragraph (b) of which shall have been filed with the Rights Agentthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (b) of this Section 23, the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesShares of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice notice, which is mailed in the manner herein provided provided, shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Commencing on the Initial Warrant Redemption Date, the Company may, on thirty (30) days prior written notice redeem all the Redeemable Warrants at its option and with $.25 per Redeemable Warrant, provided, however, that before any such call for redemption of Warrants can take place, the approval of (A) closing sale price for the Board of DirectorsCommon Stock on the American Stock Exchange or (B) the closing bid price on the electronic market on which the Common Stock is traded, at any time shall have for twenty (20) consecutive trading days ending on the 5th day prior to the Close notice of Business redemption exceeded $9.50 per share of Common Stock (subject to adjustment in the event of any stock splits or other similar events as provided in Section 11 hereof). All Redeemable Warrants must be redeemed if any are redeemed. (b) In the event the Company exercises its right to redeem all of the Redeemable Warrants, it shall give or cause to be given notice to the Registered Holders of the Redeemable Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, within 30 calendar days of the aforementioned twenty (20) consecutive trading days and not earlier than the thirtieth (30th) day before the date fixed for redemption, at their last address as shall appear on the earlier records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. At the time of the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the Representative a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and redemption price, (ii) the Final Expiration Datedate fixed for redemption, redeem all but not less than all (iii) the then outstanding Rights at a place where the Warrant Certificate shall be delivered and the redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agentpaid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (Mountain Standard Time) on the only right thereafter business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the holders of Rights Warrants shall be to receive the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten (10) days after the action An affidavit of the Board of Directors ordering Warrant Agent or the redemption Secretary or Assistant Secretary of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such that notice of redemption will state has been mailed shall, in the method by which the payment absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a warrant shall terminate at 5:00 p.m. (Mountain Standard time) on the business day immediately preceding the Redemption Price will be madeDate. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior The redemption price payable to the Distribution DateRegistered Holders shall be mailed to such persons at their addresses of record.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) Company and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; PROVIDED, HOWEVER, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, Rights evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 19 or in Section 24 20 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval by a resolution of the Board of Directors, at its option, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date time as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Dateany Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE") and “Redemption Price”). After the Company mayperiod for redemption of the Rights has expired, at its optionthe Board of Directors may not extend the period for redemption of the Rights or otherwise provide for their redemption. Subject to the foregoing sentence, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company Board of Directors may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights pursuant to paragraph (a) of which shall have been filed with the Rights Agentthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each If the payment of the Redemption Price is not included in such notice, each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date time as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Dateany Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price current per share market price thereof (as determined pursuant to Section 11(d) of this Agreement) at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; redemption (with prompt written notice to the Rights Agent), provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereofof this Agreement, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of a majority of the Company's Board of Directors and publicly announced by the CompanyCompany (with prompt written notice thereof to the Rights Agent) and or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price current per share market price thereof (as determined pursuant to Section 11(d) of this Agreement) at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemptionredemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereofof this Agreement, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (ai) The At any time while the Warrants are exercisable and there is an effective registration statement covering the Warrant Shares that are issuable upon exercise of the Warrants available and a current prospectus relating to the Warrant Shares that are issuable upon exercise of the Warrants is available, the Company maymay call the outstanding Warrants for redemption in whole and not in part, at its option and with a price of $.01 per Warrant (the approval of the Board of Directors, “Redemption Price”) at any time prior to after the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration DateWarrants become exercisable, redeem all but upon not less than all 30 days’ prior written notice of redemption (the then outstanding Rights at a redemption “Redemption Period”) to each Holder and the Warrant Agent (the “Notice of Redemption”), and if, and only if, the reported last sale price of the Common Stock equals or exceeds $0.001 27.75 per Right, appropriately adjusted share for any 20 Trading Days within a 30 Trading Day period ending on the third Business Day prior to reflect any stock split, stock dividend or similar transaction occurring after but not including the date hereof (such redemption price being herein referred the Notice of Redemption is delivered to as the "REDEMPTION PRICE") Holders and the Warrant Agent. The Company mayshall call the Warrants for redemption by mailing the Notice of Redemption via first-class mail to each Holder and the Warrant Agent. The Company shall also announce the redemption, at its optionincluding the date specified for redemption, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption mailing of the Rights Notice of Redemption by filing a Current Report on Form 8-K with the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATESEC." (bii) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the The right to exercise will be forfeited unless the Rights Warrants are exercised prior to the date specified in the Notice of Redemption. On and after the date that such a redemption occurs, each Holder will terminate and the only right thereafter of the holders of Rights shall be have no further rights except to receive the Redemption PricePrice for each of the Holder’s Warrants upon surrender of such Warrant(s). The Company shall promptly give public notice of not redeem any such redemption; provided, however, Warrants unless an effective registration statement covering the Warrant Shares that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action are issuable upon exercise of the Board of Directors ordering Warrants is effective and a current prospectus relating to the redemption Warrant Shares that are issuable upon exercise of the Rights, Warrants is available throughout the Redemption Period. (iii) If the foregoing conditions are satisfied and the Company shall give notice issues a Notice of such redemption Redemption with respect to the Rights Agent and the holders of the then outstanding Rights by mailing such notice Warrants, each Holder shall be entitled to all such holders at their last addresses as they appear upon the registry books of the Rights Agent orexercise his, her or its Warrants prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of scheduled redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Datedate.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close occurrence of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Datea Triggering Event, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE"." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, hereof and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICEredemption price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give written notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth Close of Business on the tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE") “Redemption Price”). Notwithstanding the foregoing, if, and so long as, following the Company mayShares Acquisition Date a majority of the members of the Board of Directors are persons who were members of the Board immediately prior to the Shares Acquisition Date, at its optionthen the Board may extend the period to redeem the Rights; provided, pay however, that after the Redemption Price either in Common Shares (based on period for redemption of the Current Per Share Market Price thereof at Rights has expired, the time Board of Directors may not extend the period for redemption of the Rights or otherwise provide for their redemption) or cash. Such The redemption of the Rights by the Company Board of Directors may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights pursuant to paragraph (a) of which shall have been filed with the Rights Agentthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each If the payment of the Redemption Price is not included in such notice, each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with wth the purchase of Common Shares Commn shares prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable for the Common Shares pursuant to Section 11(a)(ii) until such time as the Company’s right of redemption hereunder has terminated.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, prompt written evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give written notice to the Rights Agent and public notice of any such redemptionredemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give written notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, -------- ------- give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company mayOn not less than 30 days' written notice (the "Redemption Notice") to Registered Holders of the Warrants being redeemed, the Warrants may be redeemed, at its the option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.05 per RightWarrant, appropriately adjusted provided (i) the market price (determined in accordance with Section 11 hereof) shall exceed 300% of the then current Exercise Price for the 20 consecutive trading days ending on the fifth trading day prior to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of the Redemption Notice (such redemption price being herein referred to as the "REDEMPTION PRICETarget Price"), subject to adjustment as set forth in Section 9(f) hereof and (ii) a registration statement covering the Warrant Shares filed under the Securities Act of 1933, as amended (the "Act") has been declared effective and the Company may, at its option, pay the Redemption Price either in Common Shares (based remains effective on the Current Per Share Market Price thereof at the time of redemption) or cash. Such date fixed for redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as Warrants (the "REDEMPTION DATERedemption Date")." (b) Immediately upon If the action conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to redeem the Warrants, it shall mail a Redemption Notice to each of the Board of Directors Registered Holders of the Company ordering Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The Redemption Notice shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which (iii) the place where the Warrant Certificates shall have been filed with be delivered and the Rights Agentredemption price paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (New York time) on the only right thereafter of the holders of Rights shall be to receive business day immediately preceding the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (10d) days Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, Registered Holders of the Board of Directors ordering the redemption Warrants shall have no further rights except to receive, upon surrender of the RightsWarrant, the Redemption Price. (e) From and after the Redemption Date, the Company shall give notice shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the Registered Holder thereof of one or more Warrant Certificates evidencing Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such redemption Registered Holder a sum in cash equal to the Rights Agent Redemption Price of each such Warrant. From and after the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear Redemption Date and upon the registry books deposit or setting aside by the Company of a sum sufficient to redeem all the Rights Agent orWarrants called for redemption, prior such Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates, except the right to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the receive payment of the Redemption Price will be made. Neither Price, shall cease. (f) If the Company nor any shares of its Affiliates the Company's Common Stock are subdivided or Associates may redeem, acquire combined into a greater or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase smaller number of shares of Common Shares Stock, the Target Price shall be proportionally adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the Distribution Datetotal number of shares of Common Stock to be outstanding immediately after such event.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth day close of business on the tenth Business Day following the Shares Acquisition Date date on which any Person becomes an Acquiring Person (or if such later date as may be determined by action shall have occurred prior to the Record Date, the close of business on the Company's Board of Directors and publicly announced by tenth Business Day following the CompanyRecord Date) and or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event under Section 11(a)(ii) and until such time as the Company may, at its option, pay the Redemption Price either in Common Shares Company's right of redemption hereunder as extended (based on the Current Per Share Market Price thereof at the time of redemptionif applicable) or cashhas expired. Such The redemption of the Rights by the Company Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights pursuant to paragraph (a) of which shall have been filed with the Rights Agentthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company maySubject to the provisions of paragraph 2(g) hereof, at its option and with on not less than thirty (30) days notice (the approval of the Board of Directors, "Redemption Notice") given at any time prior after the Effective Date, to Registered Holders of the Close of Business on Warrants being redeemed, the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as Warrants may be determined by action redeemed, at the option of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 ____ per RightWarrant., appropriately adjusted provided the Market Price of the Common Stock receivable upon exercise of such Warrants shall exceed $____ with respect to reflect the Warrants (the "Target Prices"), subject to adjustment as set forth in Section 8(f), below. Market Price shall mean (i) the average closing bid price, for thirty (30) consecutive business days, of the Common Stock as reported by Nasdaq, ending on the Calculation Date if the Common Stock is traded on the Nasdaq SmallCap Market, or (ii) the average last reported sales price, for thirty (30) consecutive business days, ending on the Calculation Date of the Common Stock as reported by the primary exchange on which the Common Stock is traded, if the Common Stock is traded on a national securities exchange, or by Nasdaq, if the Common Stock is traded on the Nasdaq National Market. All Warrants of a class must be redeemed if any stock splitof that class are redeemed. For purposes of this Section 8, stock dividend or similar transaction occurring after the Calculation Date shall mean a date hereof (such within 15 days of the mailing of the Redemption Notice. The date fixed for redemption price being herein of the Warrants is referred to herein as the "REDEMPTION PRICERedemption Date") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon If the action conditions set forth in Section 8(a) are met, and the Company desires to exercise its right to redeem the Warrants, it shall request the Warrant Agent to mail a Redemption Notice to each of the Board of Directors Registered Holders of the Company ordering Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The Redemption Notice shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which (iii) the place where the Warrant Certificates shall have been filed with be delivered and the Rights AgentRedemption Price paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (Eastern Standard Time) on the only right thereafter of the holders of Rights shall be to receive business day immediately preceding the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that the Redemption Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (10d) days Any right to exercise a Warrant shall terminate at 5:00 P.M. (Eastern Standard Time) on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, Registered Holders of the Board of Directors ordering the redemption Warrants shall have no further rights except to receive, upon surrender of the RightsWarrant, the Redemption Price. (e) From and after the Redemption Date, the Company shall give notice shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the Registered Holder thereof of one or more Warrant Certificates evidencing Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such redemption Registered Holder a sum in cash equal to the Rights Agent Redemption Price of each such Warrant. From and after the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear Redemption Date and upon the registry books deposit or setting aside by the Company of a sum sufficient to redeem all the Rights Agent orWarrants called for redemption, prior such Warrant shall expire and become void and all rights hereunder and under the Warrant Certificates, except the right to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the receive payment of the Redemption Price will be made. Neither Price, shall cease. (f) If the Company nor any shares of its Affiliates the Company's Common Stock are subdivided or Associates may redeem, acquire combined into a greater or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase smaller number of shares of Common Shares Stock, the Target Prices shall be proportionally adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the Distribution Datetotal number of shares of Common Stock to be outstanding immediately after such event.

Redemption. (a) The Company may, at its option and with the approval of at least a majority of the members of the Board of DirectorsDirectors who are not officers of the Company or of any of its Subsidiaries and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cashcash or any other form of consideration deemed appropriate by the Board of Directors of the Company. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price, without any interest thereon, for each Right so held. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Company's Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, -------- however, that the failure to give, give or any defect in, any such notice shall not ------- affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by (in the case of notice to holders) mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with If the approval average closing price of the Board of DirectorsCommon Stock, at any time prior to the Close of Business as reported on the earlier of (i) the fifth day following the Shares Acquisition Date Nasdaq Stock Market (or such later date as may be determined by action other national exchange which the Common Stock is then listed for trading), equals or exceeds 200% of the Company's Board of Directors and publicly announced by the CompanyWarrant Price for any ten (10) and trading days within a thirty (ii30) the Final Expiration Dateconsecutive trading day period, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay redeem the Redemption Price either in Warrants, at a redemption price of $.05 for each share of Common Shares (based on Stock underlying the Current Per Share Market Price thereof at the time Warrants. Holder will be given notice of redemption) or cash. Such such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall will have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise this Warrant into shares of Common Stock prior to the Rights will terminate and the only right thereafter redemption date specified in such notice. Notice of redemption of the holders Warrants, specifying the redemption date and place of Rights redemption, shall be given by first class mail to receive each Holder, at such Holder's address of record, not less than 15 nor more than 30 calendar days prior to the Redemption Price. The date upon which the Company shall promptly give public notice of any such redemption; provided, however, that redeem the failure to give, or any defect in, any Warrants (the "Redemption Date"). Each such notice shall not affect also specify the validity of such redemption. Within ten (10) days after redemption price applicable to the action portion of the Board Warrant to be redeemed. If less than all the shares of Directors ordering Common Stock underlying the redemption Warrant are then to be redeemed, the notice shall also specify the number of shares thereof which are to be redeemed and the fact that a new Warrant representing that portion of the RightsWarrant not so redeemed shall be issued without cost to Holder. Notwithstanding the foregoing, the Company shall give if notice of such redemption shall have been given pursuant to the Rights Agent this Section 9 and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent orany Holder shall, prior to the Distribution close of business on the date three business days next preceding the Redemption Date, on convert this Warrant as provided in Section 2 above, then the registry books of redemption shall not become effective as to such shares and the transfer agent for the Common Sharesconversion shall become effective as provided in Section 2 above. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth Notwithstanding anything in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior 9 to the Distribution Datecontrary, the Company may not redeem any Warrants (or portions thereof): (i) during the Initial Period (as defined in Appendix I to the Agreement); or (ii) during the Second Period (as defined in the Appendix I to the Agreement) if the Company is not in compliance with Section 2.1 (b)(ii) of Appendix I to the Agreement.

Redemption. (a) The Company mayAt any time after the date on which there is a currently effective registration statement registering the resale of the shares of Common Stock for which this Warrant is exercisable as contemplated by the Registration Rights Agreement dated as of the date hereof (unless the holder hereof shall have declined to participate in such registration statement or it shall be unavailable due to restrictions imposed by the Securities and Exchange Commission relating to its then-current position regarding Rule 415 promulgated pursuant to the Securities Act) and on not less than 20 days’ written notice (the “Redemption Notice”) to the registered holders of the Warrants (the “Registered Holders”), the Warrants may be redeemed, at its the option and with the approval of the Board of DirectorsCompany, at any time a price of $0.01 per Warrant (the “Call Price”), provided (i) Fair Market Value shall exceed 200% of the Exercise Price for the 20 consecutive trading days ending on the fifth trading day prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by Redemption Notice (the Company“Trading Period”) and (ii) the Final Expiration Date, redeem all but not less than all the Warrants are then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEexercisable." (b) Immediately upon If the action conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to redeem the Warrants, it shall mail a Redemption Notice to each of the Board of Directors of Registered Holders, first class, postage prepaid, not later than the Company ordering thirtieth day before the redemption of date fixed for redemption, at their last address as shall appear on the Rights, evidence of which Company’s records. Any notice mailed in the manner provided herein shall be conclusively presumed to have been filed with duly given whether or not the Rights AgentRegistered Holder receives such notice. (c) The Redemption Notice shall specify (i) the Call Price, (ii) the date fixed for redemption (the “Redemption Date”), (iii) the place where the Warrant Certificates shall be delivered and the Call Price paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (New York time) on the only right thereafter of the holders of Rights shall be to receive business day immediately preceding the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (10d) days Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, the Registered Holders shall have no further rights except to receive, upon surrender of the Board of Directors ordering Warrant, the redemption of Call Price. (e) From and after the RightsRedemption Date, the Company shall give notice shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the Registered Holder thereof of one or more warrant certificates evidencing Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such redemption Registered Holder a sum in cash equal to the Rights Agent Call Price of each such Warrant. From and after the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear Redemption Date and upon the registry books deposit or setting aside by the Company of a sum sufficient to redeem all the Rights Agent orWarrants called for redemption, prior such Warrants shall expire and become void and all rights hereunder and under the warrant certificates, except the right to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the receive payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeemCall Price, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Dateshall cease.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth Close of Business on the tenth business day following after the Shares Stock Acquisition Date (or such later which date as may be determined by action of the Company's Board of Directors and publicly announced by the Companyextended pursuant to Section 27 hereof) and or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price") and ). Notwithstanding anything contained in this Agreement to the Company maycontrary, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by shall not be exercisable after the Company may be made effective at first occurrence of a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company's right of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEhereunder has expired." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right rights thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) business days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such Such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof23, and other than in connection with the purchase repurchase of Common Shares Stock prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (ba) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, -------- however, that the failure to give, or any defect in, any such notice shall not ------- affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, On not less than thirty (30) days' notice given at any time prior after the date hereof (the "Redemption Notice"), to Registered Holders of the Close of Business on Warrants being redeemed, the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as Warrants may be determined by action redeemed, at the option of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.25 per RightWarrant, appropriately adjusted provided the Market Price of the Common Stock shall equal or exceed $13.50 per share (the "Target Price"), subject to reflect adjustment as set forth in Section 9(f), below. All Warrants must be redeemed if any stock splitare redeemed. For purposes of this Section 9, stock dividend or similar transaction occurring after the Calculation Date shall mean a date hereof (such within 15 days of the mailing of the Redemption Notice. The date fixed for redemption price being herein of the Warrants is referred to herein as the "REDEMPTION PRICERedemption Date") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon If the action conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to redeem the Warrants, it shall mail a Redemption Notice to each of the Board of Directors Registered Holders of the Company ordering Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The Redemption Notice shall specify (i) the redemption of price, (ii) the RightsRedemption Date, evidence of which (iii) the place where the Warrant Certificates shall have been filed with be delivered and the Rights Agentredemption price paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 P.M. (New York time) on the only right thereafter of the holders of Rights shall be to receive business day immediately preceding the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten (10) days after the action An affidavit of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such that notice of redemption will state has been mailed shall, in the method by which absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, Registered Holders of the Warrants shall have no further rights except to receive, upon surrender of the Warrant, payment of the Redemption Price will be made. Neither Price. (e) From and after the Redemption Date, the Company nor any shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of its Affiliates the Registered Holder thereof of one or Associates may redeemmore Warrant Certificates evidencing Warrants to be redeemed, acquire deliver or purchase cause to be delivered to or upon the written order of such Registered Holder a sum in cash equal to the Redemption Price of each such Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereofredemption, such Warrants shall expire and other than in connection with become void and all rights hereunder and under the purchase Warrant Certificates, except the right to receive payment of the Redemption Price, shall cease. (f) If the shares of Common Shares Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionally adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the Distribution Datetotal number of shares of Common Stock to be outstanding immediately after such event.

Redemption. 1. Subject to the provisions of paragraph 2(e) hereof, on not less than thirty (a30) The Company may, at its option and with the approval of the Board of Directors, days notice given at any time prior to after the Close of Business on Initial Warrant Exercise Date, the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as Warrants may be determined by action redeemed, at the option of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per RightWarrant, appropriately adjusted provided the Market Price of the Common Stock receivable upon exercise of the Warrant shall equal or exceed $7.00 (the "Target Price"), subject to reflect adjustment as set forth in Section 8(f) below. Market Price for the purpose of this Section 8 shall mean the average closing bid price for any stock split, stock dividend or similar transaction occurring after five (5) consecutive trading days ending within fifteen (15) days prior to the date hereof (such redemption price being herein referred to of the notice of redemption, which notice shall be mailed no later than five days thereafter, of the Common Stock as reported by the "REDEMPTION PRICE"National Association of Securities Dealers, Inc., Automatic Quotation System, or the National Quotation Bureau Incorporated. 2. If the conditions set forth in Section 8(a) are met, and the Company maydesires to exercise its right to redeem the Warrants, it shall mail a notice of redemption to each of the Registered Holders of the Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at its option, pay the Redemption Price either in Common Shares (based such holder's last address as shall appear on the Current Per Share Market Price thereof at records maintained pursuant to Section 6(b). Any notice mailed in the time of redemption) manner provided herein shall be conclusively presumed to have been duly given whether or cash. Such redemption of not the Rights by the Company may be made effective at Registered Holder receives such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishnotice. 3. The date on which the Board notice of Directors elects to make redemption shall specify (i) the redemption effective price, (ii) the date fixed for redemption, (iii) the place where the Warrant Certificates shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering delivered and the redemption of the Rights, evidence of which shall have been filed with the Rights Agentprice paid, and without any further action and without any notice, (iv) that the right to exercise the Rights will Warrant shall terminate and at 5:00 p.m. (New York time) on the only right thereafter business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the holders of Rights Warrant shall be to receive the Redemption PriceDate. The Company shall promptly give public notice of any such redemption; provided, however, that the No failure to give, or mail such notice nor any defect in, any such notice therein or in the mailing thereof shall not affect the validity of the proceedings for such redemptionredemption except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. Within ten An affidavit of the Warrant Agent or of the Secretary or an Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 4. Any right to exercise a Warrant shall terminate at 5:00 p.m. (10New York time) days on the business day immediately preceding the Redemption Date. On and after the action Redemption Date, Holders of the Board of Directors ordering the redemption Warrants shall have no further rights except to receive, upon surrender of the RightsWarrant, the Redemption Price. 5. From and after the Redemption Date, the Company shall give shall, at the place specified in the notice of such redemption redemption, upon presentation and surrender to the Rights Agent and the holders Company by or on behalf of the then outstanding Rights by mailing such notice Registered Holder thereof of one or more Warrant Certificates evidencing Warrants to all such holders at their last addresses as they appear be redeemed, deliver or cause to be delivered to or upon the registry books written order of the Rights Agent or, prior such Holder a sum in cash equal to the Distribution Dateredemption price of each such Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, on such Warrants shall expire and become void and all rights hereunder and under the registry books of Warrant Certificates, except the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the right to receive payment of the Redemption redemption price, shall cease. 6. If the shares of the Company's Preferred Stock are subdivided or combined into a greater or smaller number of shares of Preferred Stock, the Target Price will shall be made. Neither proportionally adjusted by the Company nor any ratio which the total number of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase shares of Common Shares Preferred Stock outstanding immediately prior to such event bears to the Distribution Datetotal number of shares of Preferred Stock to be outstanding immediately after such event.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and Company or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which ; provided, however, if the Board of Directors elects to make of the Company authorizes redemption effective of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall be referred to as require the "REDEMPTION DATEconcurrence of a majority of such Continuing Directors." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect effect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the CompanyDirectors) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (c) Notwithstanding the provisions of Section 23(a), in the event that a majority of the Board of Directors of the Company is elected by stockholder action by written consent, then until the earlier to occur of (i) the 180th day following the effectiveness of such election or (ii) the next regular annual meeting of stockholders of the Company following the effectiveness of such election (including any postponement or adjournment thereof), the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of facilitating a Transaction with an Interested Person.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth Close of Business on the tenth (10th) day following the Shares Stock Acquisition Date (Date, or such later date as may be determined by action of a majority of the Company's Board of Directors then in office and publicly announced by the Company (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date, or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company) and ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE") “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not occur and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the Rights shall not be exercisable until such time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board Company’s right of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATEhereunder has expired." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence Rights pursuant to subparagraph (a) of which shall have been filed with the Rights Agentthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Promptly after the action of the Board of Directors or stockholders, as applicable, ordering the redemption of the Rights, the Company shall promptly give public notice of any such redemptionredemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the The Company shall give promptly mail a notice of any such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase purchase, acquisition or redemption of shares of Common Shares Stock prior to the Distribution Date. (c) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market value” as defined in Section 11(d)(i) hereof) of the Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (d) The Board of the Directors of the Company shall establish a Shareholder Rights Plan Committee that shall periodically consider whether the maintenance of this Agreement continues to be in the best interests of the Company and its shareholders. The Shareholder Rights Plan Committee shall conduct such review when, as and in such manner as such committee deems appropriate, after giving due regard to all relevant circumstances; provided, however, that the committee shall take such action at least once every five years. Following each such review, the Shareholder Rights Plan Committee will report its conclusions to the full Board of Directors of the Company, including any recommendation in light thereof as to whether this Agreement should be modified, terminated or the Rights redeemed. The Shareholder Rights Plan Committee is authorized to retain such legal counsel, financial advisors and other advisors as such committee deems appropriate in order to assist the Shareholder Rights Plan Committee in carrying out its foregoing responsibilities under this Agreement. The Shareholder Rights Plan Committee shall consist of non-management directors who are otherwise eligible to serve on the committee in accordance with the Company’s bylaws.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board a majority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; PROVIDED HOWEVER, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, howeverPROVIDED HOWEVER, that the failure to give, give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option and with the approval of the Board of Directorsoption, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date time as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Dateany Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash). Such The redemption of the Rights by the Company Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which Notwithstanding anything contained in this Agreement to the Board contrary, the Rights shall not be exercisable after the first occurrence of Directors elects to make the redemption effective shall be referred to a Section 11(a)(ii) Event until such time as the "REDEMPTION DATECompany's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on current per share market price (as determined pursuant to Section 11(d)) of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. In any case, failure to give such notice by mail or any defect in the notice to any particular holder of Rights shall not affect the sufficiency of notice to other holders of Rights. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth (5th) day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's ’s Board of Directors and publicly announced by the Company) ), and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE“Redemption Date."” (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth tenth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the CompanyDirectors) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, provide however, that the failure to give, give or any defect in, any such notice ------- ------- shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by (in the case of notice to the holders) mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (c) Notwithstanding the provisions of Section 23(a), in the event that a majority of the Board of Directors of the Company is elected by stockholder action by written consent, then until the earlier to occur of (i) the 180th day following the effectiveness of such election or (ii) the next regular annual meeting of stockholders of the Company following the effectiveness of such election (including any postponement or adjournment thereof), the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of facilitating a Transaction with an Interested Person.

Redemption. (a) 4.1 The Company mayshall have the right, at its option and with the approval to redeem a maximum of 50% of the Board total number of Directorsthe Warrants then outstanding upon not less than thirty (30) days nor more than sixty (60) days prior written notice to the Warrant Holders in the event that the performance metrics set forth in Exhibit B to the Definitive Agreement have not been satisfied. Notice of redemption will be effective upon mailing and the time of mailing is the “Effective Date of the Notice”. The Notice will state a redemption date not less than thirty (30) days nor more than sixty (60) days from the Effective Date of the Notice (the “Redemption Date”). No Notice shall be mailed unless all funds necessary to pay for redemption of the Warrants to be redeemed shall have first been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $.001 for each share of Common Stock of the Company to which the Warrant Holder would then be entitled upon exercise of the Warrant being redeemed, at any as adjusted from time to time as provided herein (the “Redemption Price”). The Warrant Holders may exercise their Warrants between the Effective Date of the Notice and 5:00 p.m. Eastern Time on the business day immediately prior to the Close Redemption Date, such exercise being effective if done in accordance with Section 1 hereof, and if the Warrant Certificate, with form of Business election to purchase duly executed and the Warrant Price, as applicable for such Warrant subject to redemption for each share of Common Stock to be purchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the earlier business day immediately prior to the Redemption Date. 4.2 If any Warrant Holder does not wish to exercise any Warrant being redeemed, he should mail such Warrant to the Company at its principal offices after receiving the Notice of (i) Redemption required by this Section 4. If such Notice of Redemption shall have been so mailed, and if on or before the fifth day following the Shares Acquisition Effective Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem Notice all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted funds necessary to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such for redemption of the Rights Warrants subject to redemption shall have been set aside by the Company may be made effective at for the benefit of such timeWarrant Holders, then, on such basis and with such conditions as after said Redemption Date, notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the obligation evidenced by all Warrants not surrendered for redemption effective or effectively exercised shall be referred to as deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the "REDEMPTION DATE." (b) Immediately upon the action right of the Board holder of Directors of the Company ordering the each Warrant subject to redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public Price for each share of Common Stock to which he would be entitled if he exercised the Warrant upon receiving notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such Warrant subject to redemption to the Rights Agent and the holders of the then outstanding Rights held by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Datehim.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "REDEMPTION DATERedemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.