Common use of Optional Redemption by the Corporation Clause in Contracts

Optional Redemption by the Corporation. (1) At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1000 (one thousand dollars) per share. (2) Should the Corporation exercise the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section V (an “Optional Redemption Notice”). Any optional redemption pursuant to this Section V shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding.

Optional Redemption by the Corporation. (1a) At Except as provided in Section 6, the Series A Preferred Stock is not redeemable by the Corporation prior to the 20th Trading Day after the date of a Listing Event, if any. However, the Series A Preferred Stock shall be subject to the provisions of Article VI of the Charter. Pursuant to Article VI of the Charter, and without limitation of any provisions of such Article VI, the Series A Preferred Stock, together with all other Shares (as defined in the Charter), owned by a stockholder in excess of the Aggregate Share Ownership Limit (as defined in the Charter) or the Common Share Ownership Limit (as defined in the Charter) will automatically be transferred to a Charitable Trust (as defined in the Charter) for the benefit of a Charitable Beneficiary (as defined in the Charter) and the Corporation shall have the right to purchase such transferred shares from the Charitable Trust. For this purpose, the Market Price (as defined in the Charter) of Series A Preferred Stock shall equal the Stated Value, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) to and including the date of purchase. (b) From time to time, on and after the 20th Trading Day after the date of a Listing Event, if any, the Corporation may may, at its option, redeem for cash out of funds legally available therefor, any or all such shares of the outstanding Series A Preferred Stock (“Optional Redemption”) Stock, in whole or from time to time, in part, at $1000 (one thousand dollars) a redemption price equal to 100% of the Stated Value per share, plus all accumulated, accrued and unpaid dividends, if any, to and including the date fixed for redemption (the "Optional Redemption Date"). (2c) Should The Optional Redemption Date shall be selected by the Corporation exercise and shall be 30 days after the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ date on which the Corporation sends a notice of any proposed optional redemption pursuant this Section V (an “the "Optional Redemption Notice”"). Any optional redemption . (d) If full cumulative dividends on all outstanding shares of Series A Preferred Stock have not been declared and paid or declared and set apart for payment for all past dividend periods, no shares of the Series A Preferred Stock may be redeemed pursuant to this Section V shall be made ratably among holders in proportion to 7, unless all outstanding shares of the Liquidation Value of Series A Preferred Stock then are simultaneously redeemed, and neither the Corporation nor any of its affiliates may purchase or otherwise acquire shares of the Series A Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series A Preferred Stock; provided, however, that the foregoing shall not prevent the redemption or purchase by the Corporation of shares of Series A Preferred Stock pursuant to Article VI of the Charter. (e) If fewer than all the outstanding and held by shares of Series A Preferred Stock are to be redeemed pursuant to this Section 7, the Corporation shall select those shares to be redeemed pro rata or in such holders. manner as the Board of Directors may determine. (f) The Optional Redemption Notice shall state be given by first class mail, postage pre-paid, to each such record holder of such shares of Series A Preferred Stock at the Liquidation Value respective mailing addresses of each such holder as the same shall appear on the stock transfer records of the Corporation. 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 of any such shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. (g) In addition to any information required by law or by the applicable rules of any exchange upon which Series A Preferred Stock may then be listed or admitted to trading, the Optional Redemption Notice shall state: (i) the Optional Redemption Date; (ii) the redemption price payable on the Optional Redemption Date, including without limitation a statement as to whether or not accumulated, accrued and unpaid dividends shall be payable as part of the redemption price, or payable on the next Dividend Payment Date to the record holder at the close of business on the relevant Dividend Record Date as described above; (iii) whether the redemption price will be paid in cash or Common Stock; (iv) that the Series A Preferred Stock is being redeemed pursuant to Section 7; and (v) that dividends on the shares of Series A Preferred Stock to be redeemed and will cease to accrue on such Optional Redemption Date. If less than all the date on which shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder also shall specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. (h) If the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after Notice has been given and if the date of delivery of the Optional Redemption Notice) and shall be delivered funds necessary for such redemption have been set apart by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the benefit of the holders of any shares of Series A Preferred Stock. Within seven (7) business days Stock so called for redemption, then, from and after the date of delivery of the Optional Redemption NoticeDate, each holder dividends will cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall provide be redeemed in accordance with the notice and shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the cash or Common Stock payable upon such redemption without interest thereon. No further action on the part of the holders of such shares shall be required. (i) Pursuant to Section 6 above, the Corporation with instructions as also shall have the right to redeem all or any portion of the Shares subject to a Conversion Notice for a cash payment to the account holder thereof equal to which payments associated with such Optional the Redemption should be deposited. On Price set forth in Section 6(b) above, by delivering a Redemption Notice to the date holder of Conversion Shares on or prior 10th Trading Day prior to the Optional Redemptionclose of trading on the applicable Conversion Date. (j) Subject to applicable law and the limitation on purchases when dividends on the Series A Preferred Stock are in arrears, provided for the Corporation may, at any time and from time to time, purchase or otherwise acquire any shares of Series A Preferred Stock in the relevant Optional Redemption Noticeopen market, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer tender or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstandingprivate agreement.

Optional Redemption by the Corporation. (1a) At Except as provided in Section 6, the Series 1 Preferred Stock is not redeemable by the Corporation prior to the later of (i) the 20th Trading Day after the date of a Listing Event, if any, or (ii) April 7, 2018. However, the Series 1 Preferred Stock shall be subject to the provisions of Article VI of the Charter. Pursuant to Article VI of the Charter, and without limitation of any provisions of such Article VI, the Series 1 Preferred Stock, together with all other Shares (as defined in the Charter), owned by a stockholder in excess of the Aggregate Share Ownership Limit (as defined in the Charter) or the Common Share Ownership Limit (as defined in the Charter) will automatically be transferred to a Charitable Trust (as defined in the Charter) for the benefit of a Charitable Beneficiary (as defined in the Charter) and the Corporation shall have the right to purchase such transferred shares from the Charitable Trust. For this purpose, the Market Price (as defined in the Charter) of Series 1 Preferred Stock shall equal the Stated Value, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) to and including the date of purchase. (b) From time to time, on and after the later of (i) the 20th Trading Day after the date of a Listing Event, if any, or (ii) April 7, 2018, the Corporation may may, at its option, redeem for cash out of funds legally available therefor, any or all such shares of the outstanding Series 1 Preferred Stock (“Optional Redemption”) Stock, in whole or from time to time, in part, at $1000 (one thousand dollars) a redemption price equal to 100% of the Stated Value per share, plus all accumulated, accrued and unpaid dividends, if any, to and including the date fixed for redemption (the "Optional Redemption Date"). (2c) Should The Optional Redemption Date shall be selected by the Corporation exercise and shall be 30 days after the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ date on which the Corporation sends a notice of any proposed optional redemption pursuant this Section V (an “the "Optional Redemption Notice”"). Any optional redemption . (d) If full cumulative dividends on all outstanding shares of Series 1 Preferred Stock have not been declared and paid or declared and set apart for payment for all past dividend periods, no shares of the Series 1 Preferred Stock may be redeemed pursuant to this Section V shall be made ratably among holders in proportion to 7, unless all outstanding shares of the Liquidation Value of Series 1 Preferred Stock then are simultaneously redeemed, and neither the Corporation nor any of its affiliates may purchase or otherwise acquire shares of the Series 1 Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series 1 Preferred Stock; provided, however, that the foregoing shall not prevent the redemption or purchase by the Corporation of shares of Series 1 Preferred Stock pursuant to Article VI of the Charter. (e) If fewer than all the outstanding and held by shares of Series 1 Preferred Stock are to be redeemed pursuant to this Section 7, the Corporation shall select those shares to be redeemed pro rata or in such holders. manner as the Board of Directors may determine. (f) The Optional Redemption Notice shall state be given by first class mail, postage pre-paid, to each such record holder of such shares of Series 1 Preferred Stock at the Liquidation Value respective mailing addresses of each such holder as the same shall appear on the stock transfer records of the Corporation. 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 of any such shares of Series 1 Preferred Stock except as to the holder to whom notice was defective or not given. (g) In addition to any information required by law or by the applicable rules of any exchange upon which Series 1 Preferred Stock may then be listed or admitted to trading, the Optional Redemption Notice shall state: (i) the Optional Redemption Date; (ii) the redemption price payable on the Optional Redemption Date, including without limitation a statement as to whether or not accumulated, accrued and unpaid dividends shall be payable as part of the redemption price, or payable on the next Dividend Payment Date to the record holder at the close of business on the relevant Dividend Record Date as described above; (iii) whether the redemption price will be paid in cash or Common Stock; (iv) that the Series 1 Preferred Stock is being redeemed pursuant to Section 7; and (v) that dividends on the shares of Series 1 Preferred Stock to be redeemed and will cease to accrue on such Optional Redemption Date. If less than all the date on which shares of Series 1 Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder also shall specify the number of shares of Series 1 Preferred Stock held by such holder to be redeemed. (h) If the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after Notice has been given and if the date of delivery of the Optional Redemption Notice) and shall be delivered funds necessary for such redemption have been set apart by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the benefit of the holders of any shares of Series 1 Preferred Stock. Within seven (7) business days Stock so called for redemption, then, from and after the date of delivery of the Optional Redemption NoticeDate, each holder dividends will cease to accrue on such shares of Series 1 Preferred Stock, such shares of Series 1 Preferred Stock shall provide be redeemed in accordance with the notice and shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the cash or Common Stock payable upon such redemption without interest thereon. No further action on the part of the holders of such shares shall be required. (i) Pursuant to Section 6 above, the Corporation with instructions as also shall have the right to redeem all or any portion of the Shares subject to a Conversion Notice for a cash payment to the account holder thereof equal to which payments associated with such Optional the Redemption should be deposited. On Price set forth in Section 6(b) above, by delivering a Redemption Notice to the date holder of Conversion Shares on or prior 10th Trading Day prior to the Optional Redemptionclose of trading on the applicable Conversion Date. (j) Subject to applicable law and the limitation on purchases when dividends on the Series 1 Preferred Stock are in arrears, provided for the Corporation may, at any time and from time to time, purchase or otherwise acquire any shares of Series 1 Preferred Stock in the relevant Optional Redemption Noticeopen market, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer tender or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstandingprivate agreement.

Optional Redemption by the Corporation. (1a) At Except as provided in Section 6, the Series 1 Preferred Stock are not redeemable by the Corporation prior to the 20th Trading Day after the date of a Listing Event, if any. However, the Series 1 Preferred Stock shall be subject to the provisions of Article VII of the Charter. Pursuant to Article VII of the Charter, and without limitation of any provisions of such Article VII, the Series 1 Preferred Stock, together with all other stock of the Corporation, owned by a stockholder in excess of the Aggregate Stock Ownership Limit (as defined in the Charter) will automatically be transferred to a Trust (as defined in the Charter) for the benefit of a Charitable Beneficiary (as defined in the Charter) and the Corporation shall have the right to purchase such transferred shares from the Trust. For this purpose, the Market Price (as defined in the Charter) of Series 1 Preferred Stock shall equal the Stated Value, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) to and including the date of purchase. (b) From time to time, on and after the 20th Trading Day after the date of a Listing Event, if any, the Corporation may may, at its option, redeem for cash out of funds legally available therefor, any or all such shares of the outstanding Series 1 Preferred Stock Stock, in whole or from time to time, in part, at a redemption price equal to 100% of the Stated Value per share, plus all accumulated, accrued and unpaid dividends, if any, to and including the date fixed for redemption (including the Mobile Preferred Accrual) (the “Optional RedemptionRedemption Date”) at $1000 (one thousand dollars) per share). (2c) Should The Optional Redemption Date shall be selected by the Corporation exercise and shall be 30 days after the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ date on which the Corporation sends a notice of any proposed optional redemption pursuant this Section V (an the “Optional Redemption Notice”). Any optional redemption . (d) If full cumulative dividends (including the Mobile Preferred Accrual) on all outstanding shares of Series 1 Preferred Stock have not been declared and paid or declared and set apart for payment for all past dividend periods, no shares of Series 1 Preferred Stock may be redeemed pursuant to this Section V shall be made ratably among holders in proportion to the Liquidation Value 7, unless all outstanding shares of Series 1 Preferred Stock then are simultaneously redeemed, and neither the Corporation nor any of its affiliates may purchase or otherwise acquire shares of Series 1 Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series 1 Preferred Stock; provided, however, that the foregoing shall not prevent the redemption or purchase by the Corporation of shares of Series 1 Preferred Stock pursuant to Article VII of the Charter. (e) If fewer than all the outstanding and held by shares of Series 1 Preferred Stock are to be redeemed pursuant to this Section 7, the Corporation shall select those shares to be redeemed pro rata or in such holders. manner as the Board of Directors may determine. (f) The Optional Redemption Notice shall state be given by first class mail, postage pre-paid, to each such record holder of such shares of Series 1 Preferred Stock at the Liquidation Value respective mailing addresses of each such holder as the same shall appear on the stock transfer records of the Corporation. 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 of any such shares of Series 1 Preferred Stock except as to the holder to whom notice was defective or not given. (g) In addition to any information required by law or by the applicable rules of any exchange upon which Series 1 Preferred Stock may then be listed or admitted to trading, the Optional Redemption Notice shall state: (i) the Optional Redemption Date; (ii) the redemption price payable on the Optional Redemption Date, including without limitation a statement as to whether or not accumulated, accrued and unpaid dividends shall be payable as part of the redemption price, or payable on the next Dividend Payment Date to the record holder at the close of business on the relevant Dividend Record Date as described above; (iii) whether the redemption price will be paid in cash or Common Stock; (iv) that the Series 1 Preferred Stock is being redeemed pursuant to Section 7; and (v) that dividends on the shares of Series 1 Preferred Stock to be redeemed and will cease to accrue on such Optional Redemption Date. If less than all the date on which shares of Series 1 Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder also shall specify the number of shares of Series 1 Preferred Stock held by such holder to be redeemed. (h) If the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after Notice has been given and if the date of delivery of the Optional Redemption Notice) and shall be delivered funds necessary for such redemption have been set apart by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the benefit of the holders of any shares of Series 1 Preferred Stock. Within seven (7) business days Stock so called for redemption, then, from and after the date of delivery of the Optional Redemption NoticeDate, each holder dividends will cease to accrue on such shares of Series 1 Preferred Stock, such shares of Series 1 Preferred Stock shall provide be redeemed in accordance with the notice and shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the cash or Common Stock payable upon such redemption without interest thereon. No further action on the part of the holders of such shares shall be required. (i) Pursuant to Section 6 above, the Corporation with instructions as also shall have the right to redeem all or any portion of the Conversion Shares subject to a Conversion Notice for a cash payment to the account holder thereof equal to which payments associated with the Redemption Price set forth in Section 6(b) above, by delivering a Redemption Notice to the holder of such Optional Redemption should be deposited. On Conversion Shares on or prior 10th Trading Day prior to the date close of trading on the Optional Redemptionapplicable Conversion Date. (j) Subject to applicable law and the limitation on purchases when dividends on the Series 1 Preferred Stock are in arrears, provided for the Corporation may, at any time and from time to time, purchase or otherwise acquire any shares of Series 1 Preferred Stock in the relevant Optional Redemption Noticeopen market, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer tender or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstandingprivate agreement.

Optional Redemption by the Corporation. (1) At a. The Series A Preferred Stock shall not be redeemed in whole or in part on or prior to June 17, 2006, except as provided in Section 6 hereof. After June 17, 2006, the Corporation may, at its option, redeem in cash at any time, in whole or in part, the Corporation may redeem for cash out of funds legally available therefor, any or Series A Preferred Stock at the Redemption Price per share. If less than all of the outstanding shares of Series A Preferred Stock (“Optional Redemption”) at $1000 (one thousand dollars) per share. (2) Should the Corporation exercise the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section V (an “Optional Redemption Notice”). Any optional redemption are to be redeemed pursuant to this Section V shall be made ratably among holders in proportion to 4, the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock shares to be redeemed shall be determined by lot or in such other manner as the Board of Directors of the Corporation may prescribe and which it deems appropriate. b. Notice of redemption of the Series A Preferred Stock shall be sent by or on behalf of the Corporation, by first class mail, postage prepaid, to the holders of record of the outstanding shares of Series A Preferred Stock at their respective addresses as they shall appear on the records of the Corporation, not less than 10 days nor more than 30 days prior to the date fixed for redemption (the "Redemption Date") (i) notifying such holders of the election of the Corporation to redeem such shares and of the Redemption Date, (ii) stating the date on which the Optional Redemption is shares cease to occur be convertible (which date shall not be less than thirty the same date as the Redemption Date), and the Conversion Price, (30iii) the place or more than sixty (60) Business Days after places at which the date of delivery shares called for redemption shall, upon presentation and surrender of the Optional certificates evidencing such shares, be redeemed, and the Redemption NoticePrice therefor, and (iv) stating the name and shall be delivered address of any Redemption Agent selected by the Corporation in accordance with Section 4(c) below, and the name and address of the Corporation's transfer agent for the Series A Preferred Stock. The Corporation may act as the transfer agent for the Series A Preferred Stock. c. The Corporation may act as the redemption agent to redeem the Series A Preferred Stock. The Corporation may also appoint as its agent for such purpose its transfer agent for Common Stock or a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof, and having capital, surplus and undivided profits aggregating at least $100,000,000, and may appoint any one or more additional such agents which shall in each case be a bank or trust company in good standing organized under the laws of the United States of America or of any jurisdiction thereof, having an office or offices in The City of New York, New York, or such other place as shall have been designated by the Corporation, and having capital, surplus and undivided profits aggregating at least $100,000,000. The Corporation or such bank or trust company is hereinafter referred to as the "Redemption Agent." Following such appointment and prior to any redemption, the Corporation shall deliver to the Redemption Agent irrevocable written instructions authorizing the Redemption Agent, on behalf and at the expense of the Corporation, to cause such notice of redemption to be duly mailed as herein provided as soon as practicable after receipt of such irrevocable instructions and in accordance with the 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 Redemption Date, for the pro rata benefit of the holders of the shares of Series A Preferred Stock so called for redemption, so as to be and continue to be available therefor. Neither failure to mail any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption as to other holders. d. If notice of redemption shall have been given as provided above, and the Corporation shall not default in the payment of the Redemption Price, then each holder of shares called for redemption shall be entitled to all preferences, relative and other rights accorded by this Certificate of Designation until and including the Redemption Date. If the Corporation shall default in making payment or delivery as aforesaid on the Redemption Date, then each holder of the shares called for redemption shall be entitled to all preferences, relative and other rights accorded by this Certificate of Designation until and including the date (the "Final Redemption Date") when the Corporation makes payment or delivery as aforesaid to the holders of the Series A Preferred Stock. From and after the Redemption Date or, if the Corporation shall default in making payment or delivery as aforesaid, the Final Redemption Date, the shares called for redemption 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 receipt of amounts to be paid hereunder. The deposit of monies in trust with the Redemption Agent by the Corporation shall be irrevocable except that the Corporation 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 any shares redeemed shall have no claim to such interest or other earnings, and any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series A Preferred Stock entitled thereto at the address expiration of two years from the Redemption Date or the Final Redemption Date, as applicable, shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such holder appearing on repayment, the register holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Noticesuch payment, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstandingwithout interest.

Optional Redemption by the Corporation. (1a) At The Corporation may, at its option, at any timetime on or after the Initial Issuance Date, redeem all or any portion of the Corporation may redeem for cash shares of Preferred Stock Series A-1, upon notice as set forth in Section 6(c) hereof, at the redemption price set forth in Section 6(b) hereof out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1000 (one thousand dollars) per share. (2b) Should The redemption price per share of the Corporation exercise Preferred Stock Series A-1 shall be an amount in cash equal to the right Stated Value of Optional Redemption it shall provide any holders such shares of Preferred Stock with at least 30 days’ notice Series A-1 plus all accrued but unpaid dividends thereon to the Redemption Date (hereinafter defined); provided, however, that the holders of the Preferred Stock Series A-1 will participate therein on an as-if-converted into Common Stock basis (determined without regard to any proposed optional limitation on the convertability of such shares as a result of the number of authorized and unissued shares of Common Stock) in any redemption pursuant proceeds paid or available to holders of Junior Securities to the extent such amount exceeds the redemption price set forth in this Section V (an “Optional Redemption Notice”6(b). Any optional The Corporation shall take all actions required or permitted under the WBCA to permit such redemption pursuant to this Section V shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held Series A-1. (c) Notice of any redemption shall be sent by such holders. The Optional Redemption Notice shall state or on behalf of the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur Corporation not less than fifteen (which shall not be less 15) nor more than thirty (30) or more than sixty (60) Business Days after days prior to the date specified for redemption in such notice (the "Redemption Date"), by first-class mail, postage prepaid, to all holders of delivery record of Preferred Stock Series A-1 at their last addresses as they shall appear on the books of the Optional Redemption Notice) and Corporation; provided, however, that no failure to give such notice or any defect therein or in the mailing thereof shall be delivered by affect the Corporation to the holders at the address of such holder appearing on the register validity of the Corporation proceedings for the redemption of any shares of Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions Stock Series A-1 except as to the account holder to which payments associated with 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, such Optional notice shall state: (i) the Redemption should Date; (ii) the redemption price; (iii) the place or places where certificates for such shares are to be deposited. On the date surrendered for payment of the Optional Redemption, provided for in redemption price; (iv) that dividends on the relevant Optional shares to be redeemed will cease to accumulate as of the Redemption Notice, Date; and (Av) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares Series A-1 to be so redeemed. Upon the occurrence mailing of any such notice of redemption, the Corporation shall become obligated to redeem at the time of redemption specified thereon all shares called for redemption. (d) If notice has been mailed in accordance with Section 6(c) hereof and provided that on or before the Redemption Date specified in such notice, all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds in trust and for the pro rata benefit of the wire transfer (orholders of the shares so called for redemption, in so as to be, and to continue to be available therefor, then, from and after the absence of a holder designating an account to which funds should be transferredRedemption Date, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing dividends on the register shares of Preferred Stock Series A-1 so called for redemption shall cease to accumulate, and such shares shall no longer be deemed to be outstanding and shall not have the Corporation for the Preferred Stock), that number status of shares of Preferred Stock Series A-1, and all rights of the holders thereof as shareholders of the Corporation (except the right to receive from the Corporation the redemption price therefor) shall cease. Upon surrender, in accordance with such notice, of the certificates for any shares so redeemed pursuant (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price therefor on the Redemption Date. Upon surrender of a certificate representing shares of Preferred Stock Series A-1 to be redeemed in part, the Corporation shall also issue to such Optional Redemption as holder a new certificate representing any unredeemed shares of Preferred Stock Series A-1 represented by the previously issued certificates will certificate surrendered upon redemption. (e) Any deposit of funds with a bank or trust company for the purpose of redeeming shares of Preferred Stock Series A-1 shall be deemed no longer outstandingirrevocable, except that (i) any balance of monies so deposited by the Corporation with respect to shares of Preferred Stock Series A-1 converted by the holder pursuant to Section 8 hereof prior to the Redemption Date shall be repaid, together with interest or other earnings thereon, to the Corporation within thirty (30) days after the Redemption Date; and (ii) any balance of monies so deposited by the Corporation and unclaimed by the holders of shares of Preferred Stock Series A-1 entitled thereto at the expiration of two (2) years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the shares of Preferred Stock Series A-1 entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings. (f) In connection with any redemption of Preferred Stock Series A-1, holders of Preferred Stock Series A-1 may exercise their right to convert in accordance with Section 8 hereof by notifying the Corporation on or before the Redemption Date.

Optional Redemption by the Corporation. (1a) At The Corporation, at the option of the Board of Directors or any timeduly authorized committee of the Board of Directors, the Corporation may redeem for cash out of funds assets legally available therefor, in whole or in part, the shares of Series A Preferred Stock at the time outstanding at any or all time following the fifth (5th) anniversary of the outstanding Issue Date (such anniversary, the “Optional Redemption Date”), provided, however, that the Corporation shall not be permitted to redeem unless the Closing Price of the Common Stock is greater than one hundred twenty percent (120%) of the Conversion Price (without taking into account any downward adjustment thereto in accordance with the definition thereof) for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days. The redemption price for shares of Series A Preferred Stock redeemed pursuant to the preceding sentence shall be equal to $1,000 per share, plus any declared and unpaid dividends thereon, without regard to, or accumulation of, any undeclared dividends, to but excluding the date of redemption. (b) In addition and notwithstanding the above, the Corporation, at the option of the Board of Directors or any duly authorized committee of the Board of Directors, may redeem out of assets legally available therefor, in whole but not in part, the shares of Series A Preferred Stock at the time outstanding at any time following a Capital Event. The redemption price for shares of Series A Preferred Stock redeemed pursuant to this Section 7(b) shall be equal to $1,000 per share, plus any declared and unpaid dividends thereon, without regard to, or accumulation of, any undeclared dividends, to but excluding the date of redemption. (c) Any redemption made by the Corporation pursuant to this Section 7 (the “Optional Corporation Redemption”) at $1000 shall be made by providing thirty (one thousand dollars30) per sharedays’ advance written notice (the “Corporation Redemption Notice”) to the Holders of shares of Series A Preferred Stock. (2d) Should Upon receipt of a Corporation Redemption Notice, a Holder of shares of Series A Preferred Stock may elect to convert such shares into Conversion Securities in accordance with Section 8 hereof. Such Holder shall notify the Corporation exercise within ten (10) Business Days of receipt of the right Corporation Redemption Notice whether such Holder shall elect to convert its shares of Optional Redemption it shall provide any holders of Series A Preferred Stock into Conversion Securities in accordance with at least 30 days’ notice Section 8 hereof. (e) The Corporation may not deliver to a Holder a Corporation Redemption Notice unless on or prior to the date of any proposed optional redemption pursuant this Section V (an “Optional delivery of such Corporation Redemption Notice”). Any optional , the Corporation shall have segregated on the books and records of the Corporation an amount of cash sufficient to pay all amounts to which the Holders of shares of Series A Preferred Stock are entitled upon such redemption pursuant to this Section V 7. Any Corporation Redemption Notice delivered shall be made ratably among holders irrevocable and shall be accompanied by a statement executed by a duly authorized officer of the Corporation. (f) The price per share of Series A Preferred Stock required to be paid by the Corporation pursuant to this Section 7 shall be paid in proportion cash to the Liquidation Value of Holders whose Series A Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be is being redeemed and the date on which the Optional Redemption is to occur within five (which shall not be less than thirty (30) or more than sixty (605) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register effective date of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding.

Optional Redemption by the Corporation. (1a) At Except as provided in Section 6, the Series A Preferred Stock are not redeemable by the Corporation prior to the 20th Trading Day after the date of a Listing Event, if any. However, the Series A Preferred Stock shall be subject to the provisions of Article VII of the Charter. Pursuant to Article VII of the Charter, and without limitation of any provisions of such Article VII, the Series A Preferred Stock, together with all other stock of the Corporation, owned by a stockholder in excess of the Aggregate Stock Ownership Limit (as defined in the Charter) will automatically be transferred to a Trust (as defined in the Charter) for the benefit of a Charitable Beneficiary (as defined in the Charter) and the Corporation shall have the right to purchase such transferred shares from the Trust. For this purpose, the Market Price (as defined in the Charter) of Series A Preferred Stock shall equal the Stated Value, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) to and including the date of purchase. (b) From time to time, on and after the 20th Trading Day after the date of a Listing Event, if any, the Corporation may may, at its option, redeem for cash out of funds legally available therefor, any or all such shares of the outstanding Series A Preferred Stock Stock, in whole or from time to time, in part, at a redemption price equal to 100% of the Stated Value per share, plus all accumulated, accrued and unpaid dividends, if any, to and including the date fixed for redemption (including the Mobile Preferred Accrual) (the “Optional RedemptionRedemption Date”) at $1000 (one thousand dollars) per share). (2c) Should The Optional Redemption Date shall be selected by the Corporation exercise and shall be 30 days after the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ date on which the Corporation sends a notice of any proposed optional redemption pursuant this Section V (an the “Optional Redemption Notice”). Any optional redemption . (d) If full cumulative dividends (including the Mobile Preferred Accrual) on all outstanding shares of Series A Preferred Stock have not been declared and paid or declared and set apart for payment for all past dividend periods, no shares of Series A Preferred Stock may be redeemed pursuant to this Section V shall be made ratably among holders in proportion to the Liquidation Value 7, unless all outstanding shares of Series A Preferred Stock then are simultaneously redeemed, and neither the Corporation nor any of its affiliates may purchase or otherwise acquire shares of Series A Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series A Preferred Stock; provided, however, that the foregoing shall not prevent the redemption or purchase by the Corporation of shares of Series A Preferred Stock pursuant to Article VII of the Charter. (e) If fewer than all the outstanding and held by shares of Series A Preferred Stock are to be redeemed pursuant to this Section 7, the Corporation shall select those shares to be redeemed pro rata or in such holders. manner as the Board of Directors may determine. (f) The Optional Redemption Notice shall state be given by first class mail, postage pre-paid, to each such record holder of such shares of Series A Preferred Stock at the Liquidation Value respective mailing addresses of each such holder as the same shall appear on the stock transfer records of the Corporation. 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 of any such shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. (g) In addition to any information required by law or by the applicable rules of any exchange upon which Series A Preferred Stock may then be listed or admitted to trading, the Optional Redemption Notice shall state: (i) the Optional Redemption Date; (ii) the redemption price payable on the Optional Redemption Date, including without limitation a statement as to whether or not accumulated, accrued and unpaid dividends shall be payable as part of the redemption price, or payable on the next Dividend Payment Date to the record holder at the close of business on the relevant Dividend Record Date as described above; (iii) whether the redemption price will be paid in cash or Common Stock; (iv) that the Series A Preferred Stock are being redeemed pursuant to Section 7; and (v) that dividends on the shares of Series A Preferred Stock to be redeemed and will cease to accrue on such Optional Redemption Date. If less than all the date on which shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder also shall specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. (h) If the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after Notice has been given and if the date of delivery of the Optional Redemption Notice) and shall be delivered funds necessary for such redemption have been set apart by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the benefit of the holders of any shares of Series A Preferred Stock. Within seven (7) business days Stock so called for redemption, then, from and after the date of delivery of the Optional Redemption NoticeDate, each holder dividends will cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall provide be redeemed in accordance with the notice and shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the cash or Common Stock payable upon such redemption without interest thereon. No further action on the part of the holders of such shares shall be required. (i) Pursuant to Section 6 above, the Corporation with instructions as also shall have the right to redeem all or any portion of the Conversion Shares subject to a Conversion Notice for a cash payment to the account holder thereof equal to which payments associated with the Redemption Price set forth in Section 6(b) above, by delivering a Redemption Notice to the holder of such Optional Redemption should be deposited. On Conversion Shares on or prior 10th Trading Day prior to the date close of trading on the Optional Redemptionapplicable Conversion Date. (j) Subject to applicable law and the limitation on purchases when dividends on the Series A Preferred Stock are in arrears, provided for the Corporation may, at any time and from time to time, purchase or otherwise acquire any shares of Series A Preferred Stock in the relevant Optional Redemption Noticeopen market, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer tender or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstandingprivate agreement.

Optional Redemption by the Corporation. (1a) At The Corporation shall have the right (a “Corporation Redemption Right”), in its discretion, upon giving a notice in accordance with subparagraph (c) (i) of this Section 7 (the “Corporation Redemption Notice”) in advance of the date fixed for redemption (the “Corporation Redemption Date”), at any time and from time to time, the Corporation may to redeem for cash out of funds legally available therefor, (in whole or in part) any or all of the outstanding each Holder’s shares of Series A Preferred Stock in cash at the Redemption Price. Notwithstanding the foregoing, the Corporation shall not redeem, at any one time, shares of Series A Preferred Stock with an aggregate Liquidation Preference of less than $25 million, and, in the event the aggregate Liquidation Preference of all then outstanding shares of Series A Preferred Stock is less than $50 million, the Corporation (“Optional Redemption”if it exercises its Corporation Redemption Right) at $1000 (one thousand dollars) per sharemay only so redeem in whole and not in part. (2b) Should If fewer than all of the Corporation exercise the right outstanding shares of Optional Redemption it shall provide any holders of Series A Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section V (an “Optional Redemption Notice”). Any optional redemption pursuant to this Section V shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock are to be redeemed and the date on which the Optional Redemption is pursuant to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to Redemption Right, the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemedredeemed shall be determined by the Board of 9 753949568.26 Directors and the shares to be redeemed will be selected by the Board of Directors pro rata (as nearly as practicable without creating fractional shares) from the Holders of such shares in proportion to the number of such shares held by such Holders, by lot or in such other manner as the Board of Directors may determine as fair and equitable. Upon the occurrence If such redemption is to be non-pro rata and, as a result of such redemption, (i) any Holder (other than an Excepted Holder) would Beneficially Own or Constructively Own Shares in excess of the wire transfer Aggregate Share Ownership Limit, (orii) any Holder (other than an Excepted Holder) would Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit, or (iii) any Excepted Holder would Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder, in the absence each case, because such Holder’s shares of a holder designating an account to which funds should be transferredSeries A Preferred Stock were not redeemed, delivery of a certified or bank cashier’s check were only redeemed in part, then, except as otherwise provided in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of Charter (including these Articles Supplementary), the Corporation for shall redeem the Preferred Stock), that requisite number of shares of Series A Preferred Stock redeemed pursuant to of Holders such Optional Redemption as represented by that no Holder will hold shares of Series A Preferred Stock in excess of the previously issued certificates will be deemed no longer outstandingapplicable ownership limit or otherwise violate Section 11 of these Articles Supplementary or Article VII of the Charter upon such redemption.

Optional Redemption by the Corporation. The outstanding shares of Series A Preferred are subject to redemption in accordance with the following provisions: (1a) At any timeSubject to the terms hereof, the Corporation may redeem at its option, so long as it has sufficient funds legally available therefor, elect to redeem, in whole or in part, the outstanding shares of Series A Preferred at any time after the date of issuance of such shares. (i) The redemption price per share for Series A Preferred redeemed on any optional redemption date shall, subject to the provisions below in this Section 5(b), be an amount equal to 101% of the Stated Value of such share plus, without duplication, all accrued and unpaid dividends on such share to and including such Redemption Date (the "Optional Redemption Price"). The Optional Redemption Price shall be paid in cash out from any source of funds legally available therefor, . (ii) In the event the holders of the Warrants exercise any or all of such Warrants for cash consideration (otherwise than pursuant to the mandatory exercise provisions in Section 5 of each Warrant Certificate), then the Optional Redemption Price for a number of shares of Series A Preferred equal to (A) the aggregate exercise price received by the Corporation pursuant to such exercise divided by (B) the Stated Value as of the exercise date, shall thereafter be deemed to be 100% of the Stated Value of such share plus, without duplication, all accrued and unpaid dividends on such share to and including such Redemption Date. If less than all of the outstanding Series A Preferred Stock (“Optional Redemption”) at $1000 (one thousand dollars) per share. (2) Should the Corporation exercise the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section V (an “Optional Redemption Notice”). Any optional redemption are to be redeemed pursuant to this Section V 5(b) at the price specified in the preceding sentence, then the Corporation shall be made ratably among holders in proportion redeem a pro rata portion from each holder of Series A Preferred according to the Liquidation Value respective number of shares of Series A Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state holder. (iii) In the Liquidation Value of Preferred Stock to be redeemed and event the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery holders of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address Warrants exercise any or all of such holder appearing on the register warrants for consideration consisting of the Corporation for the Preferred Stock. Within seven (7) business days after the date shares of delivery of the Optional Redemption NoticeSeries A Preferred, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, then (A) the Corporation will deliver the such exercise shall be deemed an optional redemption amount via wire transfer to the account designated by the holdersof such Series A Preferred, and (B) the holders will deliver notice required by Section 5(c) shall not be required, (C) the certificates relating exercise date shall be the Redemption Date, (C) the Optional Redemption Price per share in such event shall be 100% of the Stated Value of such share as of the Redemption Date, plus, without duplication, all accrued and unpaid dividends on such share to that number and including such Redemption Date and (D) the Optional Redemption Price shall be paid as set forth in Section 1 of the Warrant Certificate. (c) Not less than 30 nor more than 60 days prior to the date fixed for any redemption of any shares of Preferred Stock being redeemedSeries A Preferred, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that a notice specifying the Redemption Date and place of such redemption and the number of shares to be redeemed. Upon redeemed shall be given by first class mail, postage prepaid, to the occurrence holders of record of the wire transfer (or, in shares of Series A Preferred to be redeemed at their respective addresses as the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing same shall appear on the register books of the Corporation (but no failure to mail such notice or any defect therein shall affect the validity of the proceedings for redemption except as to the Preferred Stockholder to whom the Corporation has failed to mail such notice or except as to the holder whose notice was defective), that number calling upon each such holder of record to surrender to the Corporation on the Redemption Date at the place designated in such notice such holder's certificate or certificates representing the then outstanding shares of Series A Preferred held by such holder being redeemed by the Corporation. On or after the Redemption Date, each holder of shares of Series A Preferred Stock redeemed pursuant called for redemption shall surrender such holder's certificate or certificates for such shares to the Corporation at the place designated in the redemption notice and shall thereupon be entitled to receive payment of the Optional Redemption Price. Unless there shall have occurred an Event of Noncompliance (as defined hereinafter) that is continuing, from and after the Redemption Date, dividends on the Series A Preferred called for redemption shall cease to accumulate and all rights of the holders of Series A Preferred designated for redemption (except the right to receive the Optional Redemption Price without interest upon surrender of their certificate or certificates) shall cease with respect to such Optional Redemption as shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. In the event that less than all of the shares represented by the previously any such certificate are redeemed, a new certificate shall be issued certificates will be deemed no longer outstandingrepresenting such unredeemed shares.

Optional Redemption by the Corporation. To the extent permitted by law and the terms or provisions of other agreements or instruments for or with respect to capital stock or Indebtedness of the Corporation to which the Corporation is, or may become, a party or subject (including without limitation any notes, debentures or indentures), the outstanding shares of Series A Preferred Stock shall be redeemable beginning on June 1) At , 2010, at the option of the Corporation, in whole at any time, out of Legally Available Funds if (A) the last reported sale price for a share of Common Stock on the Principal Market during each trading day of the 30-day period (the “Measurement Period”) ending immediately prior to the date of the Optional Redemption Notice (as defined below) is equal to or greater than $3.75 (subject to adjustment for stock splits, stock dividends and reclassifications); and (B) the Corporation may redeem for cash out shall have filed a registration statement on Form S-3 under the Securities Act covering all shares of funds legally available therefor, any Common Stock issued or all issuable upon conversion of the outstanding Series A Preferred Stock or exercise of the Warrants, and such registration statement shall have been declared effective by the Securities and Exchange Commission and no stop order or other suspension of effectiveness with respect to such registration statement shall have been received by the Corporation. Redemptions shall be made at the per share Redemption Price. Not more than 60 nor less than 30 days prior to the redemption date, notice (“Optional Redemption”) at $1000 (one thousand dollars) per share. (2) Should the Corporation exercise the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section V (an “Optional Redemption Notice”). Any optional redemption pursuant to this Section V ) by first class mail, postage prepaid, shall be made ratably among holders in proportion given to the Liquidation Value holders of record of the Series A Preferred Stock then outstanding and held by to be redeemed, addressed to such holdersshareholders at their last addresses as shown on the stock books of the Corporation. The Each such Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and specify the date fixed for redemption, the redemption price, the place or places of payment, that payment of the Redemption Price will be made upon presentation and surrender of certificates representing the shares of Series A Preferred Stock, and that on which and after the Optional Redemption is redemption date, dividends will cease to occur (which shall not be less than thirty (30) accumulate on such shares. On or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation fixed for the Preferred Stock. Within seven (7) business days after the date of delivery of redemption as stated in the Optional Redemption Notice, each holder of the shares called for redemption shall provide surrender the certificate or certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If fewer than all the shares represented by any such surrendered certificate or certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with instructions as respect to the account shares so called shall cease to which payments associated with such Optional Redemption should be deposited. On accumulate on and after the date fixed for redemption, such shares shall no longer be deemed outstanding, the holders thereof shall cease to be shareholders, and all rights whatsoever with respect to such shares (except the right of the Optional Redemption, provided for in holders thereof to receive the relevant Optional Redemption Notice, (APrice without interest upon surrender of their certificates) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstandingshall terminate.

Optional Redemption by the Corporation. (1a) At The Series C Preferred Stock shall not be redeemed in whole or in part on or prior to March 3, 2008, except as provided in Section 6 hereof. After March 3, 2008, the Corporation may, at its option, redeem in cash at any time, in whole or in part, the Corporation may redeem for cash out of funds legally available therefor, any or Series C Preferred Stock at the Redemption Price per share. If less than all of the outstanding shares of Series C Preferred Stock (“Optional Redemption”) at $1000 (one thousand dollars) per share. (2) Should the Corporation exercise the right of Optional Redemption it shall provide any holders of Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section V (an “Optional Redemption Notice”). Any optional redemption are to be redeemed pursuant to this Section V shall be made ratably among holders in proportion to 4, the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock shares to be redeemed shall be determined by lot or in such other manner as the Board of Directors of the Corporation may prescribe and which it deems appropriate. (b) Notice of redemption of the Series C Preferred Stock shall be sent by or on behalf of the Corporation, by first class mail, postage prepaid, to the holders of record of the outstanding shares of Series C Preferred Stock at their respective addresses as they shall appear on the records of the Corporation, not less than 10 days nor more than 30 days prior to the date fixed for redemption (the “Redemption Date”) (i) notifying such holders of the election of the Corporation to redeem such shares and of the Redemption Date, (ii) stating the date on which the Optional Redemption is shares cease to occur be convertible (which date shall not be less than thirty the same date as the Redemption Date) and the Conversion Price, (30iii) the place or more than sixty (60) Business Days after places at which the date of delivery shares called for redemption shall, upon presentation and surrender of the Optional certificates evidencing such shares, be redeemed, and the Redemption NoticePrice therefor, and (iv) stating the name and shall be delivered address of any Redemption Agent selected by the Corporation in accordance with Section 4(c) below, and the name and address of the Corporation’s transfer agent for the Series C Preferred Stock. The Corporation may act as the transfer agent for the Series C Preferred Stock. (c) The Corporation may act as the redemption agent to redeem the Series C Preferred Stock. The Corporation may also appoint as its agent for such purpose its transfer agent for Common Stock or a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof, and having capital, surplus and undivided profits aggregating at least $100,000,000, and may appoint any one or more additional such agents which shall in each case be a bank or trust company in good standing organized under the laws of the United States of America or of any jurisdiction thereof, having an office or offices in The City of New York, New York, or such other place as shall have been designated by the Corporation, and having capital, surplus and undivided profits aggregating at least $100,000,000. The Corporation, its transfer agent for Common Stock or such bank or trust company is hereinafter referred to as the “Redemption Agent.” Following such appointment and prior to any redemption, the Corporation shall deliver to the Redemption Agent irrevocable written instructions authorizing the Redemption Agent, on behalf and at the expense of the Corporation, to cause notice of redemption to be duly mailed as herein provided as soon as practicable after receipt of such irrevocable instructions and in accordance with the 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 Redemption Date, for the pro rata benefit of the holders of the shares of Series C Preferred Stock so called for redemption, so as to be and continue to be available therefor. Neither failure to mail any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption as to other holders. (d) If notice of redemption shall have been given as provided above, and the Corporation shall not default in the payment of the Redemption Price, then each holder of shares called for redemption shall be entitled to all preferences, relative and other rights accorded by this Certificate of Designation until and including the Redemption Date. If the Corporation shall default in making payment or delivery as aforesaid on the Redemption Date, then each holder of the shares called for redemption shall be entitled to all preferences, relative and other rights accorded by this Certificate of Designation until and including the date (the “Final Redemption Date”) when the Corporation makes payment or delivery as aforesaid to the holders of the Series C Preferred Stock. From and after the Redemption Date or, if the Corporation shall default in making payment or delivery as aforesaid, the Final Redemption Date, the shares called for redemption 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 receipt of amounts to be paid hereunder. The deposit of monies in trust with the Redemption Agent by the Corporation shall be irrevocable except that the Corporation 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 any shares redeemed shall have no claim to such interest or other earnings, and any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series C Preferred Stock entitled thereto at the address expiration of two years from the Redemption Date or the Final Redemption Date, as applicable, shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such holder appearing on repayment, the register holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for such payment, without interest. (e) In the event that the Series C Preferred Stock and any Parity Stock are each the subject of redemption and the total amount of funds legally available for redemption is insufficient to redeem both the Series C Preferred Stock and such Parity Stock. Within seven (7) business days after , then the date Series C Preferred Stock and the shares of delivery such Parity Stock shall be redeemed ratably based on the aggregate redemption amount payable with respect to the shares of Series C Preferred Stock and the shares of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Parity Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstandingthen redeemable.

Optional Redemption by the Corporation. (1a) At The Corporation may, at its option, at any timetime on or after the Initial Issuance Date, redeem all or any portion of the Corporation may redeem for cash shares of Preferred Stock Series A-2, upon notice as set forth in Section 6(c) hereof, at the redemption price set forth in Section 6(b) hereof out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1000 (one thousand dollars) per share. (2b) Should The redemption price per share of the Corporation exercise Preferred Stock Series A-2 shall be an amount in cash equal to the right Stated Value of Optional Redemption it shall provide any holders such shares of Preferred Stock with at least 30 days’ notice Series A-2 plus all accrued but unpaid dividends thereon to the Redemption Date (hereinafter defined); provided, however, that the holders of the Preferred Stock Series A-2 will participate therein on an as-if-converted into Common Stock basis (determined without regard to any proposed optional limitation on the convertability of such shares as a result of the number of authorized and unissued shares of Common Stock) in any redemption pursuant proceeds paid or available to holders of Junior Securities to the extent such amount exceeds the redemption price set forth in this Section V (an “Optional Redemption Notice”6(b). Any optional The Corporation shall take all actions required or permitted under the WBCA to permit such redemption pursuant to this Section V shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held Series A-2. (c) Notice of any redemption shall be sent by such holders. The Optional Redemption Notice shall state or on behalf of the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur Corporation not less than fifteen (which shall not be less 15) nor more than thirty (30) or more than sixty (60) Business Days after days prior to the date specified for redemption in such notice (the "Redemption Date"), by first-class mail, postage prepaid, to all holders of delivery record of Preferred Stock Series A-2 at their last addresses as they shall appear on the books of the Optional Redemption Notice) and Corporation; provided, however, that no failure to give such notice or any defect therein or in the mailing thereof shall be delivered by affect the Corporation to the holders at the address of such holder appearing on the register validity of the Corporation proceedings for the redemption of any shares of Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions Stock Series A-2 except as to the account holder to which payments associated with 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, such Optional notice shall state: (i) the Redemption should Date; (ii) the redemption price; (iii) the place or places where certificates for such shares are to be deposited. On the date surrendered for payment of the Optional Redemption, provided for in redemption price; (iv) that dividends on the relevant Optional shares to be redeemed will cease to accumulate as of the Redemption Notice, Date; and (Av) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares Series A-2 to be so redeemed. Upon the occurrence mailing of any such notice of redemption, the Corporation shall become obligated to redeem at the time of redemption specified thereon all shares called for redemption. (d) If notice has been mailed in accordance with Section 6(c) hereof and provided that on or before the Redemption Date specified in such notice, all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds in trust and for the pro rata benefit of the wire transfer (orholders of the shares so called for redemption, in so as to be, and to continue to be available therefor, then, from and after the absence of a holder designating an account to which funds should be transferredRedemption Date, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing dividends on the register shares of Preferred Stock Series A-2 so called for redemption shall cease to accumulate, and such shares shall no longer be deemed to be outstanding and shall not have the Corporation for the Preferred Stock), that number status of shares of Preferred Stock Series A-2, and all rights of the holders thereof as shareholders of the Corporation (except the right to receive from the Corporation the redemption price therefor) shall cease. Upon surrender, in accordance with such notice, of the certificates for any shares so redeemed pursuant (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price therefor on the Redemption Date. Upon surrender of a certificate representing shares of Preferred Stock Series A-2 to be redeemed in part, the Corporation shall also issue to such Optional Redemption as holder a new certificate representing any unredeemed shares of Preferred Stock Series A-2 represented by the previously issued certificates will certificate surrendered upon redemption. (e) Any deposit of funds with a bank or trust company for the purpose of redeeming shares of Preferred Stock Series A-2 shall be deemed no longer outstandingirrevocable, except that (i) any balance of monies so deposited by the Corporation with respect to shares of Preferred Stock Series A-2 converted by the holder pursuant to Section 8 hereof prior to the Redemption Date shall be repaid, together with interest or other earnings thereon, to the Corporation within thirty (30) days after the Redemption Date; and (ii) any balance of monies so deposited by the Corporation and unclaimed by the holders of shares of Preferred Stock Series A-2 entitled thereto at the expiration of two (2) years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the shares of Preferred Stock Series A-2 entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings. (f) In connection with any redemption of Preferred Stock Series A-2, holders of Preferred Stock Series A-2 may exercise their right to convert in accordance with Section 8 hereof by notifying the Corporation on or before the Redemption Date.