Common use of Redemption at the Option of the Company Clause in Contracts

Redemption at the Option of the Company. (i) At any time on or after the six (6)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeem, in whole or, from time to time in part, the shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the sum of (x) the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date, multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. (i) At any time on or after the six (6)-year fifth anniversary of the Series A Original Issuance Date, the Company shall have Company, at its option and election, may redeem (out of funds legally available therefor) any or all of the right (the “Company Redemption Right”) to redeem, in whole or, from time to time in part, the outstanding shares of Series A Preferred Stock at the Redemption Price; provided that the Company shall not have the right to redeem any shares of any Holder outstanding Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such time at redemption. The Company shall deliver a notice of redemption price equal not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the sum of Company Redemption Date; (xB) the Liquidation Preference number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends by lot, on a pro rata basis or in accordance with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date, multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, other method the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemptionconsiders fair and appropriate. The Redemption Price Company shall be payable in cash. If fewer than all of the make such selection from shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified not already to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice virtue of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewithhaving been previously called for redemption. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. (ia) At any time on or after The Series A-1 Increasing Rate Preferred Shares may be redeemed at the six (6)-year anniversary option of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeemby resolution of its Board of Trustees, in whole or, or from time to time in part, subject to the limitations set forth below, at the redemption price per share of One Thousand Dollars ($1,000) (the "Call Price"), plus, in each case, all distributions accrued and unpaid on the shares of the Series A A-1 Increasing Rate Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the sum of (x) the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date, multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior Shares up to the seven date of such redemption, upon giving notice as provided below: (7)-year anniversary of the Original Issuance Date, 105%, or (2b) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of outstanding Series A A-1 Increasing Rate Preferred Stock then outstanding Shares are to be redeemed, the shares to be redeemed shall be determined pro rata unless the holders of more than 50% of the then outstanding Series A-1 Increasing rate Preferred Shares agree to another manner of selection reasonably acceptable to the Board of Trustees. In the event that such redemption is to be by lot, if as a result of such redemption any holder of Series A-1 Increasing Rate Preferred Shares (an "Excess Holder") would become a holder of in excess of 75% of the lesser of the number or the value of the total Series A-1 Increasing Rate Preferred Shares outstanding because such Excess Holder's Series A-1 Increasing Rate Preferred Shares were not redeemed, or were only redeemed in part, then the Company shall either, at its election (i) redeem the requisite number of Series A-1 Increasing Rate Preferred Shares of such Excess Holder or (ii) redeem a fewer number of Series A-1 Increasing Rate Preferred Shares from other shareholders of Series A-1 Increasing Rate Preferred Shares, as determined by and in the sole discretion of the Board of Trustees, such that such Excess Holder will not hold in excess of 75% of the lesser of the number or the value of the total Series A-1 Increasing Rate Preferred Shares outstanding subsequent to such redemption, unless the Excess Holder is a Preferred Excepted Person (as defined in Section 14.2(e) hereof), in which event the Company shall have the option to redeem or not redeem, as described above, such requisite number of Series A-1 Increasing Rate Preferred Shares, as determined in the sole discretion of the Board of Trustees. (c) At least 30 days but not more than 90 days prior to the date fixed for the redemption of the Series A-1 Increasing Rate Preferred Shares, the Company shall mail a written notice to each holder of record of the Series A-1 Increasing Rate Preferred Shares to be redeemed in a postage prepaid envelope addressed to such holder at his address as shown on the records of the Company, notifying such holder of the election of the Company to redeem such shares, stating the date fixed for redemption thereof (the "Redemption Date"), the redemption price, the number of shares to be redeemed (and, if fewer than all the Series A-1 Increasing Rate Preferred Shares are to be redeemed, the number of shares to be redeemed from such holder) and the place(s) where the certificate(s) representing such shares are to be surrendered for payment. On or after the Redemption Date each holder of the Series A-1 Increasing Rate Preferred Shares to be redeemed shall present and surrender his certificate or certificates for such shares to the Company at the place designated in such notice and thereupon the Call Price of such shares and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof shall be paid to or on the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event that fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Redemption Date (unless default shall be made by the Company in payment of the Call Price and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof), all distributions on the Series A-1 Increasing Rate Preferred Shares designated for redemption in such notice shall cease to accrue, and all rights of the holders thereof as shareholders of the Company, except the right to receive the Call Price of such shares upon the surrender of certificates representing the same and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof, shall cease and terminate and such shares shall not thereafter be transferred (except with the consent of the Company) on the books of the Company, and such shares shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Company prior to the Redemption Date may irrevocably deposit the Call Price and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof of the Series A-1 Increasing Rate Preferred Shares so called for redemption in trust for the holders thereof with a bank or trust company (having a capital surplus and undivided profits aggregating not less than $50,000,000) in the City of Philadelphia, Commonwealth of Pennsylvania, or Borough of Manhattan, City and State of New York, or in any city in which the Company at the time shall maintain a transfer agency with respect to such shares, in which case the aforesaid notice to holders of the Series A-1 Increasing Rate Preferred Shares to be redeemed shall state the date of such deposit, shall specify the office of such bank or trust company as the place of payment of the Call Price and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof, and shall call upon such holders to surrender the certificates representing such shares at such place on or after the date fixed in such redemption notice (which shall not be later than the Redemption Date) against payment of the Call Price and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof). Any interest accrued on such funds shall be paid to the Company from time to time. Any moneys so deposited which shall remain unclaimed by the holders of the Series A-1 Increasing Rate Preferred Shares at the end of two years after the Redemption Date shall be returned by such bank or trust company to the Company. If a notice of redemption has been given pursuant to this Section 10(a14.3 and any holder of Series A-1 Increasing Rate Preferred Shares shall, prior to the close of business on the last business day preceding the Redemption Date, give written notice to the Company pursuant to Section 14.6 below of the conversion of any or all of the shares to be redeemed held by such holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company, and any necessary transfer tax payment, as required by Section 14.6 below), then such redemption shall occur not become effective as to such shares to be converted, such conversion shall become effective as provided in Section 14.6 below and any moneys set aside by the Company for the redemption of such shares of converted Series A-1 Increasing Rate Preferred Shares shall revert to the general funds of the Company. Notwithstanding the foregoing, unless full cumulative distributions on all outstanding Series A-1 Increasing Rate Preferred Shares have been paid on or before the Redemption Date for all past distribution periods and the then current distribution period, no Series A-1 Increasing Rate Preferred Shares shall be redeemed unless all outstanding Series A-1 Increasing Rate Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series A-1 Increasing Rate Preferred Shares pursuant to a pro rata basis with respect to all Holders based purchase or exchange offer made on the total number same terms to holders of shares of all outstanding Series A A-1 Increasing Rate Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the CompanyShares. The Company shall deliver not purchase or cause to be delivered to each Holder that has complied with otherwise acquire directly or indirectly any Series A-1 Increasing Rate Preferred Shares or any shares of beneficial interest of the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal ranking junior to the Redemption Price Series A-1 Increasing Rate Preferred Shares as to distribution rights and the liquidation preference (except by conversion into or exchange for shares of beneficial interest of the shares of Company ranking junior to the Series A A-1 Increasing Rate Preferred Stock Shares as to distribution rights or the liquidation preference), unless full cumulative distributions on all outstanding Series A-1 Increasing Rate Preferred Shares have been paid or declared and a sum sufficient for the payment thereof on the next distribution date set apart in respect of which such Holder has complied with such instructions in accordance herewithtrust for payment for all past distribution periods and the then current distribution period. (iiid) From and after the Company Redemption DateThe Series A-1 Increasing Rate Preferred Shares redeemed, with respect repurchased or retired pursuant to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), 14.3 or for which surrendered to the Company has deposited an amount equal to upon conversion shall thereupon be retired and may not be reissued as Series A-1 Increasing Rate Preferred Shares but shall thereafter have the Redemption Price in respect status of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend authorized but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any unissued shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividendbeneficial interest.

Redemption at the Option of the Company. (a) Subject to the provisions of Article XI of the Indenture, in the event of a Change of Control, other than a Change of Control that would arise because of the Separation, the Company, at its option, may redeem all or any portion of the Notes at a redemption price, plus accrued and unpaid interest to the date of redemption, equal to the greater of (i) At any time on 100% of their principal amount or after the six (6)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeem, in whole or, from time to time in part, the shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (Aii) the sum of (x) the Liquidation Preference present values of the shares remaining scheduled payments of Series A Preferred Stock principal and interest (exclusive of interest accrued to be redeemed plus (ythe date of redemption) the Accrued Dividends with respect discounted to such shares of Series A Preferred Stock as of the applicable Redemption Date, multiplied by (B) (1) if the Redemption Date occurs on a semi-annual basis (assuming a 360-day year consisting of twelve 30 day months) at the applicable Treasury Yield plus 25 basis points. If the Company elects to exercise its option to redeem all or any portion of the Notes, it will notify the Trustee within 15 days of the change of control of its exercise, in full or in part, of such option, which shall be irrevocable, and of the Redemption Date. The date selected for the Redemption Date shall be at least 35 days after the date of the notification of the Trustee in the case of a redemption of all of the Notes, or at least 40 days after the date of the notification of the Trustee in the case of a partial redemption (unless shorter periods shall be satisfactory to the Trustee or unless longer periods are required by applicable book entry procedures of DTC), all as otherwise permitted or required by Article XI of the Indenture and by this First Supplemental Indenture. (b) For purposes of Section 5 of this First Supplemental Indenture, a "Change of Control" shall be deemed to have occurred if (a) any Person or group (within the meaning of Rule 13d-5 of the Securities and Exchange Commission as in effect on the date hereof) other than Citizens or Citizens Newco shall own directly or indirectly, beneficially or of record, shares representing 50% or more of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company; or (b) a majority of the seats (other than vacant seats) on the Board of Directors of the Company shall at any time on or after have been occupied by Persons who were neither (i) nominated by the six (6)-year anniversary management of the Original Issuance Date and prior to the seven Company nor (7)-year anniversary of the Original Issuance Date, 105%ii) appointed by Directors so nominated, or (2c) if the Redemption Date occurs at any time on Person or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, group other than Citizens or Citizens Newco shall otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by directly or indirectly control the Company. The Company Separation shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice not constitute a Change of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewithControl. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. This Debenture may not be redeemed or prepaid by the Company at its option except in accordance with the terms of this Section 5A. (i) At any time on or during the period ending 180 days after the six Second Closing Date (6)-year anniversary "Initial Redemption Period"), the Company may, at its option and for any reason, redeem any part of this Debenture which is then outstanding, in whole but not in part, for cash at a redemption price equal to (x) during the first 90 days of the Original Issuance DateInitial Redemption Period, 104% of the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture, and (y) during the period from day 91 of the Initial Redemption Period through the end of the Initial Redemption Period, 108% of the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture; provided that the Company shall have funds legally available for such redemption and that the notice provisions of paragraph 5A(b)(i) have been complied with. (ii) If at any time during the period commencing 181 days after the Second Closing Date and ending, to the extent this Debenture remains outstanding, on the last day prior to the Maturity Date ("Special Redemption Period"), there may occur a transaction described in clause (i) of Paragraph 5, the Company shall have the right to redeem any part of this Debenture which shall remain outstanding on the effective date of such Paragraph 5 (the “Company Redemption Right”i) to redeem, in whole or, from time to time in part, the shares of Series A Preferred Stock of any Holder outstanding at such time transaction for cash at a redemption price equal to (A120% of the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture; provided that the Company shall have funds legally available for such redemption, that the notice provisions of paragraph 5A(b)(ii) have been complied with, and that the sum Holder may elect to convert all or any part of this Debenture prior to such redemption date at a conversion date market price equal to the lesser of (x) the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus Maximum Conversion Price or (y) 101% of the Accrued Dividends with respect to such shares average of Series A Preferred the two lowest closing bid prices of the Common Stock as reported by the Bloomberg Service for the sixty (60) trading days immediately preceding the date of the applicable Redemption Datepublic announcement by the Company of such Paragraph 5(i) transaction, multiplied by (B) (1) if which conversion may, at the Redemption Date occurs at any time on or after Holder's option, be conditioned upon the six (6)-year anniversary effectiveness of the Original Issuance Date and prior to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2Paragraph 5(i) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstandingtransaction. (iii) To exercise Notice of the Company Company's intention to redeem this Debenture during the Initial Redemption Right Period pursuant to this Section 10(a)paragraph 5A(a)(i) above, the Company shall deliver written notice thereof be given not less than twenty (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (1020) days prior to the date designated therein of redemption of this Debenture by personal delivery or by facsimile, followed by two-day courier to the Holder of this Debenture at the address of the Holder provided for such notices. Each such notice shall state: (I) a redemption date not less than twenty (20) days following the “Company Redemption Date”). The Notice date of Company Redemption shall contain instructions whereby Holders mailing of the notice; (II) the place or places where this Debenture is to be surrendered for payment of the redemption price; (III) that interest on this Debenture will surrender cease to accrue on such redemption date; and (IV) that the Holder may elect to convert such Debenture prior to such redemption date to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewithextent otherwise convertible. (iiiii) From Notice of the Company's intention to redeem this Debenture during the Special Redemption Period pursuant to paragraph 5A(a)(ii) above, shall be given not less than sixty (60) days prior to the date of redemption of this Debenture by personal delivery or by facsimile, followed by two-day courier to the Holder of this Debenture at this address of the Holder provided for such notices. Such notice shall state: (I) the circumstances giving rise to the Company's redemption; (II) a redemption date not less than sixty (60) days following the date of mailing of the notice, which sixty (60) day period shall be extended by that number of days following the date of mailing the notice during which a Blocking Notice is in effect pursuant to Section 5A of the Registration Rights Agreement; (III) whether such redemption is conditioned on the effectiveness of the Paragraph 5 (i) transaction giving rise to the redemption right; (IV) the place or places where and the date on which this Debenture is to be surrendered for payment of the redemption price; (V) that interest on the Debenture will cease to accrue on such redemption date; and (VI) that the Holder may elect to convert such Debenture on or prior to such redemption date pursuant to the special conversion terms specified in paragraph 5A(a)(ii), above. (c) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Company Redemption Datein providing money for the payment of the redemption price) interest on the Debenture so called for redemption shall cease to accrue. Upon surrender in accordance with such redemption notice of this Debenture, with respect to any share of Series A Preferred Stock specified to this Debenture shall be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding at the redemption of such shares prior to the applicable payment date for such Participating Dividendprice.

Redemption at the Option of the Company. (i) At any time on or after the six five (6)-year 5)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeem, in whole or, from time to time but not in part, the shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the sum of (x) the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) of the shares of Series A Preferred Stock to be redeemed plus (y) an amount equal to the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption DateDate (such price, the “Base Redemption Price”), multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior to the seven seventh (7)-year 7th) anniversary of the Original Issuance Date, 105%% or, or (2) if the Redemption Date occurs at any time on or after the seven seventh (7)-year 7th) anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”); provided that, the Company may not deliver a Notice of Company Redemption (as defined below) if the Current Market Price of the Company Common Stock on the applicable date exceeds the Conversion Price unless a Shelf Registration Statement that is required to be effective on such date shall be effective on such date with respect to the applicable Holder. Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of Notwithstanding the foregoing, if any Holder has informed the Company in writing prior to any applicable Redemption Date that it desires to convert the shares of Series A Preferred Stock then outstanding are subject to be redeemed pursuant a Notice of Company Redemption, but has not obtained or will not obtain any required approval under the HSR Act to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on hold the total number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock then held by that are subject to Mandatory Conversion would be converted, such Holder relative to the total number of shares of Series A Preferred Stock shall be deemed Affected Shares for all purposes hereof from and after such Redemption Date and, subject to the last proviso of this sentence, shall not be redeemed under this Section 10; provided that within a reasonable period of time after obtaining such approval under the HSR Act (if such approval is sought by such Holder), such Holder shall convert such Affected Shares into Common Stock (provided that the Conversion Rate for such conversion shall be the Conversion Rate as would have been in effect on the applicable Redemption Date); and provided, further, that if such shares are not so converted within six months after the applicable Redemption Date, such Affected Shares shall be again be subject to redemption under this Section 10 at the then outstandingapplicable Redemption Price (based on the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) and Accrued Dividends of the applicable shares of Series A Preferred Stock as of the applicable initial Redemption Date upon which such shares became Affected Shares) and such Holder shall not have the right to further delay such redemption. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date Redemption Date designated therein for such redemption (the “Company Redemption Date”)redemption. The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the CompanyStock. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. (i) At any time on or after the six five (6)-year 5)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeem, in whole or, from time to time in part, the shares of Series A B Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the sum of (x) the Liquidation Preference of the shares of Series A B Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A B Preferred Stock as of the applicable Redemption DateDate (such price, the “Base Redemption Price”), multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six fifth (6)-year 5th) anniversary of the Original Issuance Date and prior to the seven sixth (7)-year 6th) anniversary of the Original Issuance Date, 105107%, or (2) if the Redemption Date occurs at any time on or after the seven sixth (7)-year 6th) anniversary of the Original Issuance Date and prior to the seventh (7th) anniversary of the Original Issuance Date, 105%, or (3) if the Redemption Date occurs at any time on or after the seventh (7th) anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A B Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A B Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A B Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A B Preferred Stock then held by such Holder relative to the total number of shares of Series A B Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date Redemption Date designated therein for such redemption (the “Company Redemption Date”)redemption. The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A B Preferred Stock specified in the Notice of Company Redemption to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A B Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. (i) At any time on or after the six five (6)-year 5)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeem, ratably, in whole or, from time to time in part, the shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the sum of (x) the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption DateDate (such price, the “Base Redemption Price”), multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six fifth (6)-year 5th) anniversary of the Original Issuance Date and prior to the seven sixth (7)-year 6th) anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven sixth (7)-year 6th) anniversary of the Original Issuance Date and prior to the seventh (7th) anniversary of the Original Issuance Date, 102%, or (3) if the Redemption Date occurs at any time on or after the seventh (7th) anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption Redemption, in respect of the redemption of, of any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date Redemption Date designated therein for such redemption (the “Company Redemption Date”)redemption. The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent certificates (if any) representing all shares of Series A Preferred Stock specified in the Notice of Company Redemption to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect Prior to any share Redemption, each Holder of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive may, at such Participating DividendHolder’s election, notwithstanding the redemption of such shares effective prior to such Redemption on a date designated by the applicable payment date for such Participating DividendHolder, convert all or a portion of its shares of Series A Preferred Stock pursuant to Section 6(a).

Redemption at the Option of the Company. (ia) At any time on or after The Company, at its option, may redeem the six (6)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeemSeries E Preferred Shares, in whole oror in part, at any time or from time to time in parttime, the shares of Series A Preferred Stock of any Holder outstanding at such time for cash at a redemption price equal to of Two Thousand Five Hundred Dollars (A$2,500.00) per Series E Preferred Share, plus the sum of (x) amounts indicated in Section 6(b). If the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption DateCompany, multiplied by (B) (1) if the Redemption Date occurs at any time on or after time, chooses to redeem the six (6)-year anniversary of the Original Issuance Date Series E Preferred Shares, in part and prior to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoingnot in whole, the Company will may not exercise redeem in the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect aggregate more than 60,000 of the redemption of, any Series A E Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than Shares without redeeming all of the shares of Series A E Preferred Stock then outstanding Shares that are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (iib) To exercise Upon any redemption of the Company Redemption Right Series E Preferred Shares pursuant to this Section 10(a)6, the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders pay all accrued and the Transfer Agent at least ten (10) days unpaid dividends, if any, thereon ending on or prior to the date designated therein for of such redemption (the “Company Redemption Call Date”), without interest. The Notice of Company Redemption shall contain instructions whereby Holders will surrender If the Call Date falls after a dividend payment record date and prior to the Transfer Agent all shares corresponding Dividend Payment Date, then each holder of Series A E Preferred Stock specified Shares at the close of business on such dividend payment record date shall be entitled to be redeemed by the Companydividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before such Dividend Payment Date. The Except as provided above, the Company shall deliver make no payment or cause to be delivered to each Holder that has complied with the instructions set forth allowance for unpaid dividends, whether or not in such Notice of Company Redemptionarrears, cash by wire transfer in an amount equal to the Redemption Price of the shares of on Series A E Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewithShares called for redemption. (iiic) From If full cumulative dividends on the Series E Preferred Shares and after any class or series of Parity Shares of the Company Redemption Datehave not been declared and paid or declared and set apart for payment, with respect the Series E Preferred Shares or Parity Shares may not be redeemed under this Section 6 in part and the Company may not purchase or otherwise acquire any Series E Preferred Shares or any Parity Shares, otherwise than pursuant to any share a purchase or exchange offer made on the same terms to all holders of Series A E Preferred Stock specified to be redeemed Shares or Parity Shares, as the case may be; provided, however, that the foregoing shall not prevent the redemption, purchase or acquisition of Series E Preferred Shares by the Company and which has been redeemed in accordance with the provisions terms of Article VI of the Charter or otherwise in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes. (d) Notice of the redemption of any Series E Preferred Shares under this Section 10(a6 shall be given by the Company by first-class mail, postage prepaid, by the registrar to each holder of record of Series E Preferred Shares to be redeemed at the address of each such holder as shown on the share transfer books of the Company, not less than 30 nor more than 60 days prior to the Call Date, or by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the Call Date. No failure to give any notice required by this Section 6(d), nor any defect therein or in the mailing thereof, to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for which the Company has deposited an amount equal redemption with respect to the Redemption Price other holders. Any notice which was mailed in respect of such share with the Transfer Agent, then manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each notice shall state: (i) Dividends the Call Date, (ii) the number of Series E Preferred Shares to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (iii) the redemption price per share, (iv) the place or places at which certificates for such shares are to be surrendered for payment of the redemption price, and (v) that dividends on the shares to be redeemed shall cease to accrue on such shareCall Date. Notice having been given as aforesaid, from and after the Call Date, (ii1) dividends on the Series E Preferred Shares so called for redemption shall cease to accrue, (2) such share Series E Preferred Shares shall no longer be deemed outstanding to be outstanding, and (iii3) all rights with respect of the holders thereof as holders of Series E Preferred Shares of the Company (except the right to receive the cash redemption price payable upon such share redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any dividends payable thereon) shall cease and terminateterminate and such shares shall not thereafter be transferred (except with the consent of the Company) on the Company’s books. (e) On or before the Call Date, the Company may elect to deposit with a bank or trust company (which may be an affiliate of the Company) or an affiliate of a bank or trust company, the amount of cash necessary for such redemption, in trust, with irrevocable instructions that such cash be applied to the redemption of the Series E Preferred Shares so called for redemption. Notwithstanding No interest shall accrue for the preceding sentencebenefit of the holders of Series E Preferred Shares to be redeemed on any cash so set aside by the Company. If the Company elects to so deposit the cash necessary for the redemption of the called Series E Preferred Shares, any notice to the holders of Series E Preferred Shares called for redemption required by this Section 6(e) shall (x) specify the office of such bank or trust company as the place of payment of the redemption price and (y) call upon such holders to surrender the share certificates representing such shares at such place on or about the date fixed in such notice (which shall not be later than the Call Date) against payment of the redemption price (including all accrued and unpaid dividends up to the Call Date). Subject to applicable escheat laws, any cash so deposited which remains unclaimed at the end of two years from the Call Date shall revert to the general funds of the Company, after which reversion, again subject to applicable escheat laws, the holders of such shares so called for redemption shall look only to the general funds of the Company for the payment of such cash. As promptly as practicable after the surrender in accordance with said notice of the certificates for any such shares so redeemed (properly endorsed or assigned for transfer, if the Company Redemption Date occurs after shall so require and if the record date notice shall so state), such shares shall be exchanged for a Participating Dividend but prior any cash (without interest thereon) for which such shares have been redeemed. If fewer than all the outstanding Series E Preferred Shares are to the corresponding payment date for such Participating Dividendbe redeemed, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled determined pro rata (as nearly as practicable without creating fractional shares) or by lot or in such other equitable manner as prescribed by the Company’s Board of Trustees in its sole discretion to receive such Participating Dividendbe equitable. If fewer than all the Series E Preferred Shares represented by any certificate are redeemed, notwithstanding then new certificates representing the redemption of such unredeemed shares prior shall be issued without cost to the applicable payment date for such Participating Dividendholder thereof.

Redemption at the Option of the Company. (i) At The 2024 Notes will be subject to redemption at the option of the Company, at any time on or after the six (6)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeem, in whole or, or from time to time in part, upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of 2024 Notes to be redeemed as shown in the shares of Series A Preferred Stock of any Holder outstanding at such time at a Security Register. If the 2024 Notes are redeemed, the redemption price will equal to (A) the sum of (xi) 100% of the principal amount of the 2024 Notes (or portion of such 2024 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (ii) the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date2024 Notes Make-Whole Amount, multiplied by (B) (1) if any; provided, however, that if the Redemption Date occurs at any time 2024 Notes are redeemed on or after the six (6)-year anniversary 2024 Par Call Date, the redemption price will equal 100% of the Original Issuance Date and prior to the seven (7)-year anniversary principal amount of the Original Issuance Date, 105%, 2024 Notes (or (2portion of such 2024 Notes) if being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”)redemption date. Notwithstanding the foregoing, the Company will not exercise pay any interest installment due on a 2024 Notes Interest Payment Date which occurs on or prior to a redemption date to the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect Holders of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all 2024 Notes as of the shares close of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based business on the total number of shares of Series A Preferred Stock then held by 2024 Notes Regular Record Date immediately preceding such Holder relative to the total number of shares of Series A Preferred Stock then outstanding2024 Notes Interest Payment Date. (ii) To exercise The 2029 Notes will be subject to redemption at the Company Redemption Right pursuant option of the Company, at any time in whole or from time to this Section 10(a)time in part, upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of 2029 Notes to be redeemed as shown in the Security Register. If the 2029 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the 2029 Notes (or portion of such 2029 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (ii) the 2029 Notes Make-Whole Amount, if any; provided, however, that if the 2029 Notes are redeemed on or after the 2029 Par Call Date, the redemption price will equal 100% of the principal amount of the 2029 Notes (or portion of such 2029 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company shall deliver written notice thereof (will pay any interest installment due on a “Notice of Company Redemption”) 2029 Notes Interest Payment Date which occurs on or prior to a redemption date to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares 2029 Notes as of Series A Preferred Stock in respect the close of which business on the 2029 Notes Regular Record Date immediately preceding such Holder has complied with such instructions in accordance herewith2029 Notes Interest Payment Date. (iii) From and after the The Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding calculate the redemption price for each of such shares prior to the applicable payment date for such Participating Dividend2024 Notes and the 2029 Notes.

Redemption at the Option of the Company. (i) At any time on or after the six five (6)-year 5)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeem, in whole or, from time to time but not in part, the shares of Series A B Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the sum of (x) the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) of the shares of Series A B Preferred Stock to be redeemed plus (y) an amount equal to the Accrued Dividends with respect to such shares of Series A B Preferred Stock as of the applicable Redemption DateDate (such price, the “Base Redemption Price”), multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior to the seven seventh (7)-year 7th) anniversary of the Original Issuance Date, 105%% or, or (2) if the Redemption Date occurs at any time on or after the seven seventh (7)-year 7th) anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”); provided that, the Company may not deliver a Notice of Company Redemption (as defined below) if the Current Market Price of the Common Stock on the applicable date exceeds the Conversion Price unless a Shelf Registration Statement that is required to be effective pursuant to the Registration Rights Agreement on such date shall be effective on such date with respect to the applicable Holder. Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A B Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A B Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of Notwithstanding the foregoing, if any Holder has informed the Company in writing prior to any applicable Redemption Date that it desires to convert the shares of Series A B Preferred Stock then outstanding are subject to be redeemed pursuant a Notice of Company Redemption, but has not obtained or will not obtain (I) any required approval under the HSR Act or (II) any Required Regulatory Approvals, as applicable, to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on hold the total number of shares of Series A Preferred Common Stock then held by into which such Holder relative to the total number of Holder’s shares of Series A B Preferred Stock that are subject to Mandatory Conversion would be converted, such shares of Series B Preferred Stock shall be deemed Affected Shares for all purposes hereof from and after such Redemption Date and, subject to the last proviso of this sentence, shall not be redeemed under this Section 10; provided that within a reasonable period of time after obtaining such (I) approval under the HSR Act or (II) Required Regulatory Approvals (in each case, if such approval is sought by such Holder), as applicable, such Holder shall convert such Affected Shares into Common Stock (provided that the Conversion Rate for such conversion shall be the Conversion Rate as would have been in effect on the applicable Redemption Date); and provided, further, that if such shares are not so converted within six months after the applicable Redemption Date, such Affected Shares shall be again be subject to redemption under this Section 10 at the then outstandingapplicable Redemption Price (based on the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) and Accrued Dividends of the applicable shares of Series B Preferred Stock as of the applicable initial Redemption Date upon which such shares became Affected Shares) and such Holder shall not have the right to further delay such redemption. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date Redemption Date designated therein for such redemption (the “Company Redemption Date”)redemption. The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A B Preferred Stock specified to be redeemed by the CompanyStock. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A B Preferred Stock in respect of which such Holder Xxxxxx has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. (i) At The Series A Preferred Stock may be called for redemption, in whole or in part, at the option of the Company, at any time on or after the six fifth (6)-year 5th) anniversary of the Original Issuance Datedate on which the Company issues the first share of Series A Preferred Stock, upon giving of notice of redemption as provided below, at a redemption price per share in cash equal to the sum of (1) the then applicable Liquidation Preference per share of the Series A Preferred Stock plus (2) an amount per share equal to accrued but unpaid dividends not previously added to the Liquidation Preference from and including the immediately preceding Dividend Payment Date to but excluding the date of redemption (the “Redemption Amount”); provided, however, that the Company shall have not be permitted to redeem less than all of the right (the “Company Redemption Right”) to redeem, in whole or, from time to time in part, the outstanding shares of Series A Preferred Stock if such partial redemption would result in the Permitted Holders holding more than 0% and less than 5% of the Total Voting Power of the Company. Notice of every redemption of outstanding shares of Series A Preferred Stock pursuant to this Section 6(a) shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Company. Such mailing shall be made at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(a) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any Holder outstanding at such time at other shares of Series A Preferred Stock. Each notice of redemption given to a redemption price equal to holder shall state: (A1) the sum of redemption date; (x2) the Liquidation Preference number of the shares of Series A Preferred Stock to be redeemed plus and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (y3) the Accrued Dividends with respect to Redemption Amount; and (4) the place or places where certificates for such shares of Series A Preferred Stock as of the applicable Redemption Date, multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior are to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect be surrendered for payment of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstandingprice. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. (i) At The Series B Preferred Stock may be redeemed in whole, but not in part, for cash at any time on or after the six (6)-year fourth anniversary of the Original Issuance Date, at the Company shall have option of the right (the “Company Redemption Right”) Company, upon giving notice of redemption pursuant to redeemSection 10(a)(ii), in whole or, from time to time in part, the shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price per share equal to the product of (A) the sum of (x) the Liquidation Preference per share of the shares of Series A B Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date, Date multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding1.50. (ii) To exercise the Company Redemption Right Notice of every redemption of shares of Series B Preferred Stock pursuant to this Section 10(a)10(a)(i) shall be mailed, the Company shall deliver written notice thereof (a “Notice of Company Redemption”) postage prepaid, addressed to the Holders and of record of the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by at their respective last addresses appearing on the books of the Company. The Company shall deliver , or cause to be delivered to each Holder that has complied with the instructions set forth given by electronic communication in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance compliance with the provisions of the Texas Business Organizations Code. Such mailing or electronic transmission shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice made as provided in this Section 10(a) shall be conclusively presumed to have been duly given upon such mailing or electronic transmission, whether or not the Holder receives such notice, but failure duly to give such notice as provided in this Section 10(a), or for which any defect in such notice or in the Company has deposited an amount equal mailing or electronic transmission thereof, to the Redemption Price in respect any Holder of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Each notice of redemption given to a Holder shall state: (1) the redemption date; (2) the number of shares of the Series B Preferred Stock to be redeemed shall and, if less than all the shares held by such Holder are to be entitled to receive such Participating Dividendredeemed, notwithstanding the redemption number of such shares prior to be redeemed from such Holder; (3) the applicable payment date redemption price; and (4) the place or places where certificates for such Participating Dividendshares are to be surrendered for payment of the redemption price.

Redemption at the Option of the Company. (i) At any time on or after the six five (6)-year 5)-year anniversary of the Original Issuance Date, the Company shall have the right (the “Company Redemption Right”) to redeem, in whole or, or from time to time in part, the shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the sum of (x) the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) of the shares of Series A Preferred Stock to be redeemed plus (y) an amount equal to the Accrued Dividends with respect to such shares of Series A Preferred Stock as of up to, but not including, the applicable Redemption Date, multiplied by (B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days Business Days prior to the date Redemption Date designated therein for such redemption (the “Company Redemption Date”)redemption. The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock; provided, however, for the avoidance of doubt, any failure by the Holder to surrender such Xxxxxx’s certificates representing the shares of Series A Preferred Stock specified to be redeemed shall not delay the associated redemption and the redemption shall be deemed to occur automatically on the Redemption Date upon the transfer of the Redemption Price of the shares of Series A Preferred Stock then-held by the Companysuch Holder to such Holder. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder Xxxxxx has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. (i) At any time on or after the six (6)-year anniversary of the Original Issuance Date, the The Company shall have the right and option to redeem all of the Series Q Preferred Stock on the following terms and conditions: (a) The Series Q Preferred Stock is redeemable at the option of the Company at any time after the date on which the registration statement has been declared effective out of funds legally available for redemptions. Immediately prior to authorizing or making any such redemption with respect to the Series Q Preferred Stock (and in no event later than the date specified for redemption in the redemption notice described below), the Company, by resolution of its Board of Directors, shall declare, or be deemed to have declared, a dividend on the Series Q Preferred Stock to be redeemed, which shall be in an amount equal to any accrued, accumulated or earned and unpaid Series Q Dividends up to and including the date designated for such redemption (the “Company Redemption RightDate”) to redeem, in whole or, from time to time in part, ). Redemption shall be made on the shares of Series A Preferred Stock of any Holder outstanding at such time Redemption Date at a redemption price per share of Series Q Preferred Stock equal to (A) the sum of (x) the Liquidation Preference 125 percent of the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock Stated Value thereof as of the applicable Redemption Date, multiplied by (B) (1) if the Redemption Date occurs at any time on plus the amount in cash equal to all Series Q Dividends unpaid, accumulated, accrued or after earned thereon and declared (or deemed declared) by the six (6)-year anniversary of the Original Issuance Date and prior Board pursuant to the seven preceding sentence (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a . (b) Notice of Company Redemption in respect of the any redemption of, any Series A Preferred Stock pursuant to this Section 10 unless 4A shall be mailed at least 20 days in advance of the Company has sufficient funds legally available Redemption Date to fully pay the holders of record of Series Q Preferred Stock at their respective addresses shown in the records of the Company. Each such notice shall state: (i) the Redemption Date; (ii) the Redemption Price in respect of all per share; (iii) the place or places where certificates for such shares of Series A Q Preferred Stock are to be surrendered for payment of the redemption price; and (iv) that dividends on the shares of Series Q Preferred Stock to be redeemed will cease to accrue as of the Redemption Date. To facilitate the redemption of the Series Q Preferred Stock, the Board of Directors may fix a record date for the determination of holders of Series Q Preferred Stock to be redeemed not more than 60 days prior to the Redemption Date. (c) On or before the Redemption Date, each holder of Series Q Preferred Stock shall surrender to the Company the certificates representing the shares redeemed, duly endorsed or assigned to the Company, and the holder shall thereafter be entitled to receive payment of the Redemption Price. In case fewer than the total number of Series Q Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series Q Preferred Stock shall be issued to the holder thereof without cost to such holder within 3 Business Days after surrender of the certificate representing the Series Q Preferred Stock. (d) On the Redemption Date and subject to the complete satisfaction by the Company of its obligations due to the holders of the Series Q Preferred Stock including without limitation the Company’s obligation to make in full the deposit described in Section 4A(e) below: (i) dividends on the Series Q Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, accrue; (ii) such share shares of Series Q Preferred Stock shall be deemed no longer be deemed outstanding outstanding; and (iii) all rights with respect of such holder as a holder of Series Q Preferred Stock (except the right to receive from the Company the Redemption Price payable upon surrender of certificates representing such share shares of Series Q Preferred Stock), including the right to convert the Series Q Preferred Stock, shall cease and terminatecease. Notwithstanding the preceding sentencedelivery to any holder of Series Q Preferred Stock of a redemption notice described above, if the Company Redemption Date occurs after the record date for a Participating Dividend but if, prior to the corresponding payment date for close of business on the Business Day preceding the Redemption Date, such Participating Dividend, holder gives written notice to the Holder as Company of its election to convert all of any part of such record date of any holder’s shares of Series A Q Preferred Stock into shares of Common Stock, pursuant to Section 5 below (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then such shares of Series Q Preferred Stock that were otherwise scheduled to be redeemed shall instead be converted into shares of Common Stock as provided in Section 5 hereof as of the Redemption Date. The Company shall be prohibited from redeeming any holder’s Series Q Preferred Stock under this Section 4A at any time the holder is unable to convert such Series Q Preferred Stock under Section 5A into shares of Common Stock registered for immediate resale under the Securities Act and/or other applicable federal or state securities law, rules and regulations. (e) The Company shall, on or after any Redemption Date, deposit with its transfer agent or other redemption agent selected by the Board of Directors, as a trust fund, a sufficient sum to redeem, on the Redemption Date, the shares of Series Q Preferred Stock then called for redemption, with instructions and authority to such transfer agent or other redemption agent to pay the Redemption Price on or after the Redemption Date upon receipt of certificates representing the shares of Series Q Preferred Stock then being redeemed. Any funds so deposited and unclaimed at the end of two years from such Redemption Date shall be released or repaid to the Company, after which the holders of the shares so called for redemption shall be entitled to receive such Participating Dividend, notwithstanding payment of the redemption of such shares prior Redemption Price only from the Company. Any interest accrued on any funds deposited shall belong to the applicable payment date for such Participating DividendCompany, and shall be paid to it from time to time on demand. (f) So long as any Series Q Preferred Stock remains outstanding, neither the Company nor any Subsidiary shall redeem or otherwise acquire any Series Q Preferred Stock, except as expressly authorized in this Series Q Certificate of Designations. So long as any Series Q Preferred Stock remains outstanding, neither the Company nor any Subsidiary shall redeem or otherwise repurchase any Junior Capital Stock.

Redemption at the Option of the Company. (ia) At any time on or after the six (6)-year anniversary of the Original Issuance Date, the The Company shall have the right (the “Company Redemption Right”) right, at its sole option and election, to redeem, redeem in cash in whole oror in part the Class A, from time to time in part, the shares of Series A Preferred Stock of at any Holder outstanding at such time at a redemption price per share equal to the Redemption Price (Aas defined in Section 5(d) the sum of hereof). The Company shall exercise such right by giving not less than sixty (x60) the Liquidation Preference business days prior written notice of the date of redemption (any such redemption date, a “Company Optional Redemption Date”). (b) A notice shall be mailed to each holder of shares of Class A, Series A Preferred Stock to be redeemed plus (y) at such holder's address as it appears on the Accrued Dividends with respect transfer books of the Company. In order to such facilitate the redemption of shares of Class A, Series A Preferred Stock, the Board may fix. a record date for the determination of shares of Class A, Series A Preferred Stock as to be redeemed, or may cause the transfer books of the applicable Redemption DateCompany for the Class A, multiplied by (B) (1) Series A Preferred Stock to be closed prior to the date fixed for such redemption. Each holder of shares of Class A, Series A Preferred Stock shall deliver the certificate representing such shares within 10 business days after receipt of such notice or, if such certificate has been lost or stolen, a lost stock certificate affidavit and indemnification agreement in form and substance satisfactory to the Company and, if the Redemption Date occurs Company shall so request, evidence that such holder shall have posted a bond satisfactory to the Company in its reasonable judgment. (c) Nothing set forth in this Section 5 shall be interpreted to limit or otherwise modify the rights of the holders of shares of Class A, Series A Preferred Stock to convert such shares into Common Stock as contemplated by Section 4 at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior to the seven (7)-year anniversary actual redemption of the Original Issuance Datesuch shares of Class A, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless 5; provided, however, that any holder exercising such conversion rights must make a Conversion Demand not less than five business days prior to the Company has sufficient funds legally available Optional Redemption Date. (d) On the Company Optional Redemption Date: (i) the Company shall pay to fully pay the Redemption Price in respect each holder of all shares of Class A, Series A Preferred Stock (e) From and after a Company Optional Redemption Date: (i) the shares of Class A, Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share Company Optional Redemption Date shall no longer be deemed outstanding outstanding; (ii) the rights to receive dividends thereon shall cease to accrue; and (iii) all rights with of the holders of shares of Class A, Series A Preferred Stock so redeemed to receive any amounts in respect to such share of any liquidation, dissolution, winding up or otherwise shall cease and terminate. Notwithstanding , excepting only the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled right to receive the Redemption Price for each such Participating Dividendshare, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividendwithout interest.

Redemption at the Option of the Company. This Debenture may not be redeemed or prepaid by the Company at its option except in accordance with the terms of this Section 5A. (i) At any time on or during the period ending 180 days after the six First Closing Date (6)-year anniversary "Initial Redemption Period"), the Company may, at its option and for any reason, redeem any part of this Debenture which is then outstanding, in whole but not in part, for cash at a redemption price equal to (x) during the first 90 days of the Original Issuance DateInitial Redemption Period, 104% of the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture, and (y) during the period from day 91 of the Initial Redemption Period through the end of the Initial Redemption Period, 108% of the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture; provided that the Company shall have funds legally available for such redemption and that the notice provisions of paragraph 5A(b)(i) have been complied with. (ii) If at any time during the period commencing 181 days after the First Closing Date and ending, to the extent the Debenture remains outstanding, on the last day prior to the Maturity Date ("Special Redemption Period"), there may occur a transaction described in clause (i) of Paragraph 5, the Company shall have the right to redeem any part of this Debenture which shall remain outstanding on the effective date of such Paragraph 5 (the “Company Redemption Right”i) to redeem, in whole or, from time to time in part, the shares of Series A Preferred Stock of any Holder outstanding at such time transaction for cash at a redemption price equal to (A120% of the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture; provided that the Company shall have funds legally available for such redemption, that the notice provisions of paragraph 5A(b)(ii) have been complied with, and that the sum Holder may elect to convert all or any part of this Debenture prior to such redemption date at a conversion date market price equal to the lesser of (x) the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus Maximum Conversion Price or (y) 101% of the Accrued Dividends with respect to such shares average of Series A Preferred the two lowest closing bid prices of the Common Stock as reported by the Bloomberg Service for the sixty (60) trading days immediately preceding the date of the applicable Redemption Datepublic announcement by the Company of such Paragraph 5(i) transaction, multiplied by (B) (1) if which conversion may, at the Redemption Date occurs at any time on or after Holder's option, be conditioned upon the six (6)-year anniversary effectiveness of the Original Issuance Date and prior to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2Paragraph 5(i) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstandingtransaction. (iii) To exercise Notice of the Company Company's intention to redeem this Debenture during the Initial Redemption Right Period pursuant to this Section 10(a)paragraph 5A(a)(i) above, the Company shall deliver written notice thereof be given not less than twenty (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (1020) days prior to the date designated therein of redemption of this Debenture by personal delivery or by facsimile, followed by two-day courier to the Holder of this Debenture at the address of the Holder provided for such notices. Each such notice shall state: (I) a redemption date not less than twenty (20) days following the “Company Redemption Date”). The Notice date of Company Redemption shall contain instructions whereby Holders mailing of the notice; (II) the place or places where this Debenture is to be surrendered for payment of the redemption price; (III) that interest on this Debenture will surrender cease to accrue on such redemption date; and (IV) that the Holder may elect to convert such Debenture prior to such redemption date to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewithextent otherwise convertible. (iiiii) From Notice of the Company's intention to redeem this Debenture during the Special Redemption Period pursuant to paragraph 5A(a)(ii) above, shall be given not less than sixty (60) days prior to the date of redemption of this Debenture by personal delivery or by facsimile, followed by two-day courier to the Holder of this Debenture at this address of the Holder provided for such notices. Such notice shall state: (I) the circumstances giving rise to the Company's redemption; (II) a redemption date not less than sixty (60) days following the date of mailing of the notice, which sixty (60) day period shall be extended by that number of days following the date of mailing the notice during which a Blocking Notice is in effect pursuant to Section 5A of the Registration Rights Agreement; (III) whether such redemption is conditioned on the effectiveness of the Paragraph 5 (i) transaction giving rise to the redemption right; (IV) the place or places where and the date on which this Debenture is to be surrendered for payment of the redemption price; (V) that interest on the Debenture will cease to accrue on such redemption date; and (VI) that the Holder may elect to convert such Debenture on or prior to such redemption date pursuant to the special conversion terms specified in paragraph 5A(a)(ii), above. (c) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Company Redemption Datein providing money for the payment of the redemption price) interest on the Debenture so called for redemption shall cease to accrue. Upon surrender in accordance with such redemption notice of this Debenture, with respect to any share of Series A Preferred Stock specified to this Debenture shall be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding at the redemption of such shares prior to the applicable payment date for such Participating Dividendprice.

Redemption at the Option of the Company. (iA) At If at any time, and from time on to time, so long as the Equity Conditions shall have been satisfied or waived in writing by the Required Holders from and including the Optional Redemption Notice Date (as defined below) through and including the Optional Redemption Date (as defined below), from and after (1) the six second (6)-year 2nd) anniversary of the Original Initial Issuance Date (the “First Optional Redemption Eligibility Date”), the Company shall have the right right, on one (1) occasion only, to redeem up to fifty percent (50%) of the Preferred Shares then outstanding (the “Company First Optional Redemption RightAmount”) and (2) the fifth (5th) anniversary of the Initial Issuance Date (the “Second Optional Redemption Eligibility Date” and with the First Optional Redemption Eligibility Date, an “Optional Redemption Eligibility Date”) the Company shall have the right, to redeemredeem all, but not less than all, of the Preferred Shares then outstanding (the “Second Optional Redemption Amount” and with the First Optional Redemption Amount, an “Optional Redemption Amount”), in whole oreach case as designated in the Optional Redemption Notice, from time to time in part, the shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the sum of (x) the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date, multiplied by (B) (1) if the Optional Redemption Date occurs (an “Optional Redemption”). The Preferred Shares subject to redemption pursuant to this Section 2(d)(vii) shall be redeemed by the Company in cash at any time on or after a price equal to the six (6)-year anniversary 115% of the Original Issuance Date and prior to Conversion Amount for the seven Preferred Shares being redeemed (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on or after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Optional Redemption Price”). Notwithstanding The Company may exercise its right to require redemption under this Section 2(d)(vii) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the foregoingHolders at the address shown in the Preferred Share register (the “Optional Redemption Notice” and the date all of the Holders received such notice is referred to as the “Optional Redemption Notice Date”) and each Optional Redemption Notice shall be irrevocable. The Optional Redemption Notice shall state (1) the date on which the Optional Redemption shall occur (the “Optional Redemption Date”) which date shall be not less than five (5) Trading Days nor more than thirty (30) Trading Days after the Optional Redemption Notice Date and (2) with respect to the Optional Redemptions prior to the Second Optional Redemption Eligibility Date, the Company will not exercise aggregate number of Preferred Shares which the Company has elected to be subject to Optional Redemption Right, or otherwise send a Notice of Company Redemption in respect from all of the redemption of, any Series A Holders of the Preferred Stock Shares pursuant to this Section 10 unless 2(d)(vii) on the Company has sufficient funds legally available Optional Redemption Date. Notwithstanding anything to fully pay the contrary in this Section 2(d)(vii), until the applicable Optional Redemption Price is paid, in respect full, the number of all Preferred Shares subject to redemption hereunder may be converted, in whole or in part, by the Holders into shares of Series A Common Stock pursuant to Section 2(b). All Preferred Stock called for redemption. The Shares converted by the Holder after the Optional Redemption Price Notice Date shall be payable in cash. If fewer than all of reduce the shares of Series A Preferred Stock then outstanding are Optional Redemption Amount required to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Optional Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been redeemed in accordance with the provisions of this Section 10(a), or for which the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.