Common use of Mechanics of Redemption Clause in Contracts

Mechanics of Redemption. The Company shall effect each such redemption within 10 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holder.

Mechanics of Redemption. The Company In order to effect a Redemption, the Corporation shall effect provide written notice (a “Redemption Notice”) of such Redemption to each holder of outstanding shares of Series A Preferred Stock by first class mail, postage prepaid, to such redemption within 10 business days holder at such holder’s address as it shall appear in the records of giving notice of its election to redeem by facsimile with a copy by either overnight the Corporation or 2-day courier such other address as such holder shall specify to the Holder of this Convertible Debenture Corporation in writing from time to be redeemed at time. Subject to the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion satisfaction of the Convertible Debenture to be redeemed conditions set forth in Section 3(2)(a)(i) and Section 3(2)(a)(ii), the applicable Redemption Priceshall become effective on the ninetieth (90th) day after delivery of the Redemption Notice, or if such date is not a Business Day, then on the next Business Day (such date, the “Redemption Date”). The Company Redemption Notice shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has specify (i) the full amount of applicable Redemption Date (determined in accordance with the Redemption Pricepreceding sentence), in cash, available in a demand or other immediately available account in a bank or similar financial institution or and (ii) immediately available credit facilitiesthe Call Payment to which each holder of outstanding shares of Series A Preferred Stock shall be entitled in connection with such Redemption. On or before the applicable Redemption Date, each holder of outstanding shares of Series A Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Corporation) to the Corporation at its principal office or to the Conversion Agent, in each case, as may be specified in the full amount Redemption Notice, and upon receipt thereof by the Corporation or the Conversion Agent, as the case may be, the Call Payment for such redeemed shares shall be immediately due and payable in cash to the order of the record holder of the shares of Series A Preferred Stock being redeemed. From and after the Redemption PriceDate, with a bank or similar financial institution all dividends on shares of Series A Preferred Stock that are redeemed on such Redemption Date shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, so long as the Call Payment is received on the date Redemption Date and the redemption notice is sent conditions to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event effectiveness of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holderredemption set forth in Section 3(2)(a) are satisfied.

Mechanics of Redemption. The Company Issuer shall effect each provide the Lender with not less than three (3) Business Days’ (or such shorter period as the Lender may agree) of any Optional Issuer Redemption or any redemption within 10 business days required pursuant to Section 7.3 or 7.4, which notice shall specify the date for redemption (the “Redemption Date”) and, in the case of giving notice an Optional Issuer Redemption, the principal amount of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debenturesredeemed. Such redemption notice shall indicate whether the Company will redeem all The Note (or part of such portion of the Convertible Debenture to be redeemed and the applicable portion thereof) shall become due and payable on the Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of Date at the Redemption Price, and unless the Issuer defaults in cashmaking the redemption payment, available from and after such date the Note (or such portion thereof) shall cease to bear interest. Upon surrender of the Note for redemption in accordance with such notice, the applicable Redemption Price for the Note (or any portion thereof) shall be paid by the Issuer to the Lender, and if less than 100% of the Note has been redeemed, the Issuer shall deliver to the Lender a demand new Note (or the surrendered Note with the proper notations made on Schedule A thereto to reflect the redemption) for the principal amount thereof remaining unredeemed. If the Note (or portion thereof) called for redemption shall not be paid upon surrender thereof for redemption, the Note (or the applicable portion thereof) shall continue to bear interest from the Redemption Date (or other immediately available account in a bank or similar financial institution or (iiapplicable redemption date) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on until the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion on which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holderis paid therefor.

Mechanics of Redemption. The Company shall effect each such redemption within 10 three business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth third business day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 seven business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Convertible DebenturesNote. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders Holder of this Convertible DebentureNote. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments payment of the Redemption Price of this Convertible Debenture Note being redeemed by the tenth seventh day following the notice or of redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The Company In the case of an Optional Issuer Redemption or a Transaction Redemption, the Issuer shall effect each such redemption within 10 business notify the other Parties not less than 15 days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier nor more than 90 days prior to the Holder date of this Convertible Debenture redemption. All notices of redemption shall state (a) the date set for redemption, (b) the aggregate principal amount of the Notes and accrued interest to be redeemed at or other amounts to be received, (c) the address and facsimile number of such Holder appearing in Redemption Price with respect to the Company's register for Notes to be redeemed, (d) if the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Notes are to be redeemed in part only, that upon surrender of the Notes, the Lenders will receive, without charge, new Notes (or the Notes surrendered with the proper notations made on Schedule A thereto) for the principal amount thereof remaining unredeemed, (e) that on the Redemption Date, the Redemption Price will become due and payable upon the applicable Redemption Price. The Company shall not Notes (or portions thereof) to be entitled to send any notice of redemption redeemed, and begin unless the Issuer defaults in making the redemption procedure unless it has payment, that interest on the Notes (ior portions thereof) will cease to accrue on and after such date, (f) the full amount place where the Notes are to be surrendered for payment of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (iig) immediately available credit facilities, in that the full amount of Notes must be surrendered to collect the Redemption Price, with a bank and (h) the section of the Notes pursuant to which the Notes are to be redeemed Notice of redemption having been given as aforesaid, the Notes (or similar financial institution any portions thereof) to be redeemed shall, on the Redemption Date or other applicable date of redemption, become due and payable at the applicable Redemption Price, and unless the Issuer defaults in making the redemption notice is sent payment, from and after such date such Notes (or such portions thereof) shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the applicable Redemption Price for the Notes (or any portion thereof) shall be paid by the Issuer to the Holders holders of this Convertible Debenture. Providedthe Notes, howeverand if less than 100% of the Notes have been redeemed, the Company will process any Notice of Conversion received prior Issuer shall deliver to the issuance of Lenders new Notes (or the surrendered Notes with the proper notations made on Schedule A thereto to reflect the redemption) for the principal amount thereof remaining unredeemed. If a notice of Note called for redemption shall not be paid upon surrender thereof for redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless Note shall continue to bear interest from the Company fails to make the Redemption Date (or other applicable redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of date) until the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of on which the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem plus any of the remaining then outstanding Debentures, unless approved by the Holderadditional interest thereon is paid therefor.

Mechanics of Redemption. The Company In the case of an Optional Issuer Redemption or a Transaction Redemption, the Issuer shall effect each such redemption within 10 business notify the other Parties not less than 15 days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier nor more than 90 days prior to the Holder date of this Convertible Debenture redemption. All notices of redemption shall state (a) the date set for redemption, (b) the aggregate principal amount of the Notes and accrued interest to be redeemed at or other amounts to be received, (c) the address and facsimile number of such Holder appearing in Redemption Price with respect to the Company's register for Notes to be redeemed, (d) if the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Notes are to be redeemed in part only, that upon surrender of the Notes, the Lenders will receive, without charge, new Notes (or the Notes surrendered with the proper notations made on Schedule A thereto) for the principal amount thereof remaining unredeemed, (e) that on the Redemption Date, the Redemption Price will become due and payable upon the applicable Redemption Price. The Company shall not Notes (or portions thereof) to be entitled to send any notice of redemption redeemed, and begin unless the Issuer defaults in making the redemption procedure unless it has payment, that interest on the Notes (ior portions thereof) will cease to accrue on and after such date, (f) the full amount place where the Notes are to be surrendered for payment of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (iig) immediately available credit facilities, in that the full amount of Notes must be surrendered to collect the Redemption Price, with a bank and (h) the section of the Notes pursuant to which the Notes are to be redeemed. Notice of redemption having been given as aforesaid, the Notes (or similar financial institution any portions thereof) to be redeemed shall, on the Redemption Date or other applicable date of redemption, become due and payable at the applicable Redemption Price, and unless the Issuer defaults in making the redemption notice is sent payment, from and after such date such Notes (or such portions thereof) shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the applicable Redemption Price for the Notes (or any portion thereof) shall be paid by the Issuer to the Holders holders of this Convertible Debenture. Providedthe Notes, howeverand if less than 100% of the Notes have been redeemed, the Company will process any Notice of Conversion received prior Issuer shall deliver to the issuance of Lenders new Notes (or the surrendered Notes with the proper notations made on Schedule A thereto to reflect the redemption) for the principal amount thereof remaining unredeemed. If a notice of Note called for redemption shall not be paid upon surrender thereof for redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless Note shall continue to bear interest from the Company fails to make the Redemption Date (or other applicable redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of date) until the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of on which the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem plus any of the remaining then outstanding Debentures, unless approved by the Holderadditional interest thereon is paid therefor.

Mechanics of Redemption. The Company shall effect each such may exercise its right to require redemption within 10 business days of giving under this Section 4 by delivering an irrevocable written notice of its election to redeem thereof by facsimile with a copy by either and overnight or 2-day courier to all, but not less than all, of the Holder Holders (the "Company Optional Redemption Notice" and the date all of this Convertible Debenture the Holders received such notice is referred to be redeemed at as the address and facsimile number of such Holder appearing in "Company Optional Redemption Notice Date"). To the extent the Company's register for , subject to consent of the Convertible Debentures. Such redemption notice shall indicate whether Required Holders, did not redeem all of the Preferred Shares held by the Holders on its initial distribution of the Company will redeem all or part of Optional Redemption Notice, the Company may deliver an additional Company Optional Redemption Notice hereunder (subject to the conditions set forth herein) and such portion of the Convertible Debenture to additional Company Optional Redemption Notice shall also be redeemed and the applicable Redemption Priceirrevocable. The Company Optional Redemption Notice shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has state (i) the full amount of date on which the Company Optional Redemption shall occur (the "Company Optional Redemption Date"), which date shall not be less than thirty (30) Trading Days nor more than sixty (60) Trading Days following the Company Optional Redemption Notice Date, (ii) the Redemption Price, (iii) that there has been no Equity Conditions Failure, and (iv) that the Company has sufficient authorized and unissued shares of Common Stock equal to the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to each Preferred Share called for redemption. Notwithstanding anything to the contrary in cashthis Section 4, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on at any time prior to the date the Company Optional Redemption Price is paid, in full, the Preferred Shares subject to redemption notice is sent pursuant to a Company Optional Redemption Notice may be converted, in whole or in part, by the Holders into shares of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior Common Stock pursuant to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the HolderSection 3.

Mechanics of Redemption. The Company shall effect each such redemption within 10 seven business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible DebenturesNote. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders Holder of this Convertible DebentureNote. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments payment of the Redemption Price of this Convertible Debenture Note being redeemed by the tenth seventh day following the notice or of redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The Company In the case of an Optional Issuer Redemption or a Transaction Redemption, the Issuer shall effect each such redemption within 10 business notify the other Parties not less than 15 days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier nor more than 90 days prior to the Holder date of this Convertible Debenture redemption. All notices of redemption shall state (a) the date set for redemption, (b) the aggregate principal amount of the Notes and accrued interest to be redeemed at or other amounts to be received, (c) the address and facsimile number of such Holder appearing in Redemption Price with respect to the Company's register for Notes to be redeemed, (d) if the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Notes are to be redeemed in part only, that upon surrender of the Notes, the Lenders will receive, without charge, new Notes (or the Notes surrendered with the proper notations made on Schedule A thereto) for the principal amount thereof remaining unredeemed, (e) that on the Redemption Date, the Redemption Price will become due and payable upon the applicable Redemption Price. The Company shall not Notes (or portions thereof) to be entitled to send any notice of redemption redeemed, and begin unless the Issuer defaults in making the redemption procedure unless it has payment, that interest on the Notes (ior portions thereof) will cease to accrue on and after such date, (f) the full amount place where the Notes are to be surrendered for payment of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (iig) immediately available credit facilities, in that the full amount of Notes must be surrendered to collect the Redemption Price, (h) the section of the Notes pursuant to which the Notes are to be redeemed, and (i) if the redemption is a Qualifying Optional Redemption, the Make-Whole Amount due to the Lenders in connection with a bank such redemption. Notice of redemption having been given as aforesaid, the Notes (or similar financial institution any portions thereof) to be redeemed shall, on the Redemption Date or other applicable date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; , become due and further provided thatpayable at the applicable Redemption Price (together with payment of the Make-Whole Amount, after a notice of redemption has been issuedif required), the Holder may issue a Notice of Conversion which will not be honored and unless the Company fails to make Issuer defaults in making the redemption payment when due(and/or the Make-Whole Amount, if required), from and after such date such Notes (or such portions thereof) shall cease to bear interest. In Upon surrender of the event of Notes for redemption in accordance with such failurenotice, the Notice of Conversion will applicable Redemption Price for the Notes (or any portion thereof) and the Make-Whole Amount, if required, shall be honored as paid by the Issuer to the holders of the date Notes, and if less than 100% of the Notice Notes have been redeemed, the Issuer shall deliver to the Lenders new Notes (or the surrendered Notes with the proper notations made on Schedule A thereto to reflect the redemption) for the principal amount thereof remaining unredeemed. If a Note called for redemption shall not be paid (including payment of Conversion. Additionallythe Make-Whole Amount, if required) upon surrender thereof for redemption, the Company fails Note shall continue to make full payments of bear interest from the Redemption Date (or other applicable redemption date) until the date on which the Redemption Price of this Convertible Debenture being redeemed by plus any additional interest thereon and the tenth day following the notice or redemptionMake-Whole Amount, then the Company waives its right to redeem any of the remaining then outstanding Debenturesif required, unless approved by the Holderis paid therefor.

Mechanics of Redemption. The In the event the Company shall effect each such redemption within 10 business days of giving notice of its election be required to redeem by facsimile with a copy any part or all of the Outstanding Principal Amount of the Debentures, the Company shall send by either overnight courier or 2-day courier 9 - 9 - (with a copy sent by facsimile) notice of such determination to the record Holders of the Debentures being redeemed (the "Redemption Debentures"). If the Company shall not have the funds available to pay the aggregate Redemption Price of all Redemption Debentures, then, without limiting the Company's obligation to redeem all Redemption Debentures, such redemption shall be made from each Holder, pro rata according to the portion of the total Outstanding Principal Amount of all Redemption Debentures then held by each Holder. The notice shall provide that the redemption shall occur on a date (the "Redemption Date") that is no later than seven (7) business days after the date such notice was sent by confirmed facsimile to such record Holders. On the Redemption Date the Redemption Debentures shall be redeemed automatically without any further action by the Holders of such Debentures and whether or not the Debentures are surrendered to the Company; provided, that the Company shall be obligated to pay the cash consideration due to a Holder of this Convertible Debenture such Debentures upon redemption when such Debentures are either delivered to the principal office of the Company or the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Debenture. Thereupon, there shall be redeemed promptly issued and delivered to such Holder, within seven (7) business days after the Redemption Date and delivery to the Company of such Debentures, or after receipt of such agreement and indemnification, at the address and facsimile number of such Holder appearing on the books of the Company, payment in immediately available funds to the name as shown on the books of the Company in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, redemption price as calculated as set forth in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the HolderParagraph 6(b).

Mechanics of Redemption. The Company shall effect each such redemption within 10 five (5) business days of giving notice of its election to redeem by facsimile or electronic mail with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Convertible DebenturesNotes. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible DebentureNote. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture Note being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holder.

Mechanics of Redemption. The In the event the Company shall effect each such redemption within 10 business days of giving notice of its election be required to redeem by facsimile with a copy any part or all of the Outstanding Principal Amount of the Debentures, the Company shall send by either overnight courier or 2-day courier (with a copy sent by facsimile) notice of such determination to the record Holders of the Debentures being redeemed (the "Redemption Debentures"). If the Company shall be required so to redeem less then the Outstanding Principal Amount of all Debentures, such redemption shall be made from each Holder, pro rata according to the portion of the total Outstanding Principal Amount of all Debentures then held by each Holder. The notice shall provide that the redemption shall occur on a date (the "Redemption Date") that is no later than 5 business days after the date such notice was sent by confirmed facsimile to such record Holders. On the Redemption Date the Redemption Debentures shall be redeemed automatically without any further action by the Holders of such Debentures and whether or not the Debentures are surrendered to the Company; provided, that the Company shall be obligated to pay the cash consideration due to a Holder of this Convertible Debenture such Debentures upon redemption when such Debentures are either delivered to the principal office of the Company or the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Debenture. Thereupon, there shall be redeemed promptly issued and delivered to such Holder, within three business days after the Redemption Date and delivery to the Company of such Debentures, or after receipt of such agreement and indemnification, at the address and facsimile number of such Holder appearing on the books of the Company, payment in immediately available funds to the name as shown on such surrendered Debenture in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, redemption price as calculated as set forth in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the HolderParagraph 6(b).

Mechanics of Redemption. The (i) Unless waived in writing by the holders representing a majority of the outstanding shares of Series C Preferred Stock, on or prior to the Mandatory Redemption Date or Optional Redemption Date, as applicable, the Company shall effect each such redemption within 10 business days of giving notice of its election to redeem by facsimile deposit with a copy by either overnight or 2-day courier to the Holder redemption agent in trust, upon delivery of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such ’s redemption notice pursuant to SECTION 6(a) or SECTION 6(b), funds consisting of cash or cash equivalents sufficient to pay the Mandatory Redemption Price on the Mandatory Redemption Date or the Optional Redemption Price on the Optional Redemption Date, as the case may be. The redemption agent must be a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof. The deposit in trust with the redemption agent shall indicate whether be irrevocable as of the Mandatory Redemption Date or Optional Redemption Date, as applicable (such date, the “Irrevocable Date”), except that the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin receive from the redemption procedure unless it has agent (i) the full amount applicable Redemption Price with respect to shares of the Redemption PriceSeries C Preferred Stock that are no longer to be redeemed, in cash, available in a demand whether by conversion or other immediately available account in a bank or similar financial institution or otherwise; and (ii) immediately available credit facilitiesthe interest or other earnings, in the full amount if any, earned on any such deposit. The holders of the Redemption Priceshares redeemed shall have no claim to such interest or other earnings, and any funds so deposited with a bank or similar financial institution on the date the redemption notice is sent agent and unclaimed by the holders of the Series C Preferred Stock entitled thereto at the expiration of one year from the Mandatory Redemption Date or Optional Redemption Date, as the case may be, shall be repaid, together with any interest or other earnings thereon, to the Holders Company, and after any such repayment, the holders of this Convertible Debenturethe shares entitled to the funds so returned to the Company shall look only to the Company for such payment, without interest. Provided, howeverNotwithstanding the deposit of such funds, the Company will process any Notice shall remain liable for the payment of Conversion received prior the applicable Redemption Price to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of extent such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holderis not paid as provided herein.

Mechanics of Redemption. The Company shall effect each such redemption within 10 5 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Bridge Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Convertible DebenturesBridge Notes. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Bridge Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible DebentureBridge Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture Bridge Note being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any A notice of redemption and begin (“Notice of Redemption”) shall be sent by or on behalf of the Corporation not less than fifteen (15) Business Days nor more than thirty (30) days prior to the date specified for redemption in such notice (the “Redemption Date”), by first class mail, postage prepaid, to all holders of record of the Series A Preferred Stock at their last addresses as they shall appear on the books of the Corporation; provided, however, that no failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption procedure unless it of any shares of Series A Preferred Stock except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock or the Common Stock may be listed or admitted to trading, such notice shall state: (i) that such redemption is being made pursuant to the full optional redemption provisions hereof; (ii) the Redemption Date; (iii) a description of the formula for calculating the Redemption Price and the estimated amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored Price by component as of the date of the Notice of Conversion. Additionally, if Redemption; (iv) that all the Company fails outstanding shares of Series A Preferred Stock are to make full payments be redeemed; (v) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price Price; and (vi) that dividends on the shares of this Convertible Debenture being redeemed by Series A Preferred Stock will cease to accumulate on the tenth day following Redemption Date. Upon the notice or redemptionmailing of any such Notice of Redemption, then the Company waives its right Corporation shall become obligated to redeem any at the time of the remaining then outstanding Debentures, unless approved by the Holderredemption specified therein all shares of Series A Preferred Stock.

Mechanics of Redemption. The Company Corporation shall effect each such redemption within 10 business days of by giving written notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier redeem, at least 20 days in advance of the redemption date, to the Holder holder of this Convertible Debenture to be redeemed at the address and facsimile number shares of such Holder Series A appearing in the Company's Corporation’s register for the Convertible Debentures. Series A. Such redemption notice shall indicate whether the Company Corporation will redeem all or part of such portion the shares of the Convertible Debenture to be redeemed Series A and the applicable Redemption Priceredemption price. The Company Corporation may, in its sole and absolute discretion, issue a Contingent Redemption (as defined above) on any or all Series A shares. If the Corporation gives notice of a Contingent Redemption and the Triggering Event (as defined above) does not occur within 180 days of the date upon which the Corporation gave notice of the Contingent Redemption, such redemption shall not be void and the Corporation shall treat the Series A as though such notice of redemption had never been given. The Corporation shall be entitled to send any a notice of redemption and begin the redemption procedure unless it procedures regardless of whether the Corporation has (i) the full amount of the Redemption Priceredemption price, in cashcash or liquid assets, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to stockholders. The redemption price shall be paid to the Holders holder of this Convertible Debenture. Providedshares of Series A redeemed on the date fixed in the notice of redemption for said redemption, which Contingent Redemption may be a fixed number of days following the date upon which Triggering Event occurs; provided, however, that the Company will process Corporation shall not be obligated to deliver any Notice portion of Conversion received prior any such redemption price unless either the certificates evidencing the shares of Series A redeemed are delivered to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, Corporation or its transfer agent for the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. AdditionallySeries A, if any, or the Company fails holder notifies the Corporation or such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to make full payments of the Redemption Price of this Convertible Debenture being redeemed Corporation to indemnify the Corporation from any loss incurred by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holderit in connection with such certificates.

Mechanics of Redemption. The If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 8.2, the Company shall effect each such redemption within 10 business days deliver the applicable Change of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier Control Redemption Price to the Holder of this Convertible Debenture to be redeemed at (i) concurrently with the address and facsimile number consummation of such Holder appearing in Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within five (5) Business Days after the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part receipt of such portion notice otherwise (such date, the “Change of the Convertible Debenture to be redeemed and the applicable Control Redemption PriceDate”). The Company shall not be entitled pay the applicable Redemption Price to send any notice the Holder in cash by wire transfer of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution funds on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when dueapplicable due date. In the event of such failurea redemption of less than all of the Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 6.1 representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Conversion will Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company's receipt of such notice, (x) the applicable Redemption Notice shall be honored null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 6.1 to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Notice of Conversion. Additionally, if the Company fails Conversion Amount subject to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holdersuch notice.

Mechanics of Redemption. The Company shall effect each such redemption within 10 5 business days of giving notice of its election to redeem by facsimile or electronic mail with a copy by either overnight or 2-day courier to the Holder of this Senior Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Senior Convertible DebenturesNotes. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Senior Convertible Debenture Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Senior Convertible DebentureNote. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Senior Convertible Debenture Note being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The If the Company shall effect each be required to (or in the case of 4(a)(ii) shall elect to) exercise its right to redeem all of the outstanding Convertible Preferred Shares, it shall give notice of such redemption within 10 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Holders by first class mail to be redeemed at the last address and facsimile number of such Holder appearing as may appear in the Company's register for records not less than five (5) Business Days prior to the Convertible Debentures. Such redemption notice shall indicate whether Redemption Date, the Company will redeem all Optional Redemption Date, or part of such portion of the Convertible Debenture to be redeemed and IPO Date, as the applicable Redemption Pricecase may be. The Company shall not be entitled to send any give notice of redemption five (5) Business Days prior to the Accelerated Redemption Date if possible and begin in any event as soon as practicable. Each notice shall specify the date of redemption procedure unless and the Preference Amount. The Holders shall have three (3) Business Days from the date it has (i) receives such notice from Company to elect to convert into Common Shares pursuant to Section 7 hereof. Notwithstanding the full amount foregoing, each Holder shall continue to have the conversion rights specified in Section 7 until its Convertible Preferred Shares are in fact redeemed. Until such time as the Convertible Preferred Shares held by such Holder are in fact redeemed, such Holder may reject any payment of the Redemption Price, in cash, available in a demand Preference Amount or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount delivery of the Parent Redemption PriceShares and instead elect to convert its Convertible Preferred Shares into Common Shares pursuant to Section 7 hereunder. For purposes of clarification, with a bank or similar financial institution on the date the redemption notice is sent if any Holder elects to the Holders of this Convertible Debenture. Provided, howeverconvert to Common Shares pursuant to Section 7 hereunder, the Company will process any Notice shall not have the option of Conversion received prior paying the Preference Amount or delivering Parent Redemption Shares. Shares shall not be considered redeemed until all amounts payable with respect thereto have been paid in full. Any shares that are redeemed or otherwise acquired by the Company shall be canceled and shall be restored to the issuance status of a notice authorized but unissued shares in the capital of redemption; the Company without designation as to series, and further provided that, after a notice of redemption has been may thereafter be issued, the Holder but not as Convertible Preferred Shares. The Company may issue a Notice of Conversion which will not be honored unless the Company fails to make fund the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date Convertible Preferred Shares in any manner permitted by law and may, subject to the Law, make payments out of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holdercapital in connection therewith.

Mechanics of Redemption. The Company shall effect each such redemption within 10 business days of giving provide written notice of its election to redeem rather than convert the amounts set forth in the Notice of Conversion ("Redemption Notice") via facsimile to the Holder within one Business Day of the Confirmed Delivery of the Notice of Conversion to the Company, if such Confirmed Delivery is on a Business Day or by facsimile 5:00 E.S.T. of the next Business Day if such Notice of Conversion is not delivered on a Business Day, with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. The Company shall effect each such redemption within three (3) Business Days of giving the Redemption Notice. Such redemption notice Redemption Notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice Redemption Notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemptionRedemption Notice; and further provided that, after a notice of redemption Redemption Notice has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day third Business Day following the notice or redemptionNotice of Redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesConvertible Debentures pursuant to Section 5.1, unless approved in writing by the Holder.

Mechanics of Redemption. The If the Company shall effect each such redemption within 10 business days of giving notice of exercises its election right to redeem by facsimile with all or a copy by either overnight portion of this Warrant, then it shall give or 2-day courier cause to be given notice to the Holder of this Convertible Debenture by delivering to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any a notice of redemption and begin in accordance with the provisions of Section 6(e) hereof. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. The notice of redemption procedure unless it has shall specify (i) the full amount of the Redemption Priceredemption price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilitiesthe Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing such notice, (iii) the place where this Warrant must be delivered (if this Warrant is redeemed in full) and the redemption price paid, and (iv) that the right to exercise this Warrant shall terminate at Close of Business on the Redemption Date. Neither the failure to mail such notice nor any defect therein or in the full amount mailing thereof shall affect the validity of the Redemption Price, with a bank proceedings for such redemption except if notice was not mailed or similar financial institution on was defective. An affidavit of the date Warrant Agent or the redemption notice is sent to the Holders Secretary or Assistant Secretary of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a that notice of redemption has been issuedmailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Any right to exercise this Warrant shall terminate at Close of Business on the Redemption Date. The redemption price payable to the Holder may issue a Notice of Conversion which will not shall be honored unless mailed to the Company fails to make most current address listed in the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored Warrant Register (as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holderdefined below).

Mechanics of Redemption. The (a) In the event there are multiple holders of Series B Preferred Stock due payment on a Redemption Date, the Company shall effect each such redemption within 10 business days of giving notice of its election to redeem by facsimile deposit with a copy by either overnight redemption agent in trust, prior to such Redemption Date, funds consisting of cash or 2-day courier cash equivalents sufficient to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in pay the Company's register for ’s Redemption Price or Holder’s Redemption Price, as the Convertible Debenturescase may be, on the Redemption Date. Such The redemption notice agent must be a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof, having capital and surplus of at least $5 billion. The deposit in trust with the redemption agent shall indicate whether be irrevocable, except that the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin receive from the redemption procedure unless it has agent (i) cash amounts representing Company Redemption Prices or Holder’s Redemption Prices, as the full amount case may be, with respect to shares of Series B Preferred Stock that are no longer to be redeemed, whether by conversion or otherwise; and (ii) the interest or other earnings, if any, earned on any such deposit. The holders of the shares of Series B Preferred Stock redeemed shall have no claim to such interest or other earnings, and any funds so deposited with the redemption agent and unclaimed by the holders of the Series B Preferred Stock entitled thereto at the expiration of six (6) months after the Redemption Date shall be repaid, together with any interest or other earnings thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so returned to the Company shall look only to the Company for such payment, without interest. Notwithstanding the deposit of such funds, the Company shall remain liable for the payment of the Company Redemption Price or the Holder’s Redemption Price, in cashas the case may be, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further extent such price is not paid as provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holderherein.