Common use of Redemption Clause in Contracts

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At The shares of Series D Preferred Stock will be redeemable at the request option of the Existing Senior Majority Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the “Requesting Holders”"Conditions Satisfaction Notice") made at any time on or after December 15, 2011, prior to the Corporation shall redeem opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Date, unless otherwise prevented Notice") will be given by law, at a redemption price per share equal mail to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all holders of the Existing Senior Series D Preferred Stock outstanding at not less than 30 nor more than 60 days prior to the time that such request is madedate selected by the Company to redeem the Series D Preferred Stock. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred Notice shall be deemed to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, have been given when deposited in the event that United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the Corporation at any time breaches any closing price of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Common Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any following such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th 30-day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of period. If fewer than all of the shares of Existing Senior Series D Preferred Stock held are to be redeemed, the shares to be redeemed shall be selected by them (less any shares lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Corporation is prevented by law from redeeming, which Company shall not be redeemed by required to effect the Corporation as soon as permitted under law)redemption in any manner that results in additional fractional shares being outstanding. With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced If full cumulative dividends on the tenth day after outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the occurrence of such breachlast dividend payment date prior to the date fixed for redemption, irrespective of notice of such breach from any holder, if the Corporation shall not have notified call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such breach by record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (bd) On and after the Redemption Datedate fixed for redemption, all rights provided that the Company has made available at the office of any Requesting Holder with respect to those its registrar and transfer agent a sufficient number of shares of Existing Senior Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock being redeemed by called for redemption (except that, in the Corporation pursuant case of a redemption date after a dividend payment record date and prior to Section A.5(a)the related dividend payment date, except holders of Series D Preferred Stock on the right dividend payment record date will be entitled on such dividend payment date to receive the applicable Redemption Price per sharedividend payable on such shares), shall cease and terminate, and such shares of Existing Senior Preferred Stock shall be cancelled and shall no longer be deemed to be outstandingoutstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, whether or without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares have been received by the Corporation; provided(properly endorsed or assigned for transfer, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the payment delivery of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Common Stock in respect of which no Redemption Payment has been received by or cash) will be, without any further action, deemed a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior of Common Stock for which such Series D Preferred Stock certificateis redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Corporation shall issue and deliver to or upon Company will pay a cash adjustment based on the written order current market price of the holder of Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such Existing Senior Preferred Stock certificate, at the expense of the Corporationcertificate are redeemed, a new certificate covering shall be issued representing the number unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Existing Senior Series D Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesby tender or by private agreement.

Redemption. (a) At Shares of APS shall be redeemable by the request Trust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of Redemption, the Trust at its option may redeem shares of any series of APS, in whole or in part, out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Existing Senior Majority Trust during (A) the “Requesting Holders”Initial Dividend Period with respect to a series of shares or (B) made a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at any time the Mandatory Redemption Price per share, shares of APS and other Preferred Shares to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain Mxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as provided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or after December 15before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a “Cure Date”), 2011as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the Corporation extent provided herein. The number of APS and other Preferred Shares to be redeemed shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share be equal to the Series C Original Purchase Price for each share lesser of Series C Stock and Series B Original Purchase Price for each share (i) the minimum number of Series B StockAPS the redemption of which, plus if deemed to have occurred immediately prior to the opening of business on the Cure Date, together with all shares of other Preferred Shares subject to redemption or retirement, would result in each case the Trust having Mxxxx’x Eligible Assets with an amount aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares (including any declared or accrued but unpaid dividends thereonRVMTP Shares) the redemption of which would have such result, all shares of APS and shares of other Preferred Shares, including RVMTP Shares, then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares, including RVMTP Shares, subject to redemption or retirement, that can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS and other Preferred Shares required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having Mxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to 1940 Act APS Asset Coverage, as the “Redemption Price,” case may be, on a pro rata basis among shares of APS of all series and other Preferred Shares, including RVMTP Shares, based upon the payment proportion that the aggregate liquidation preference of the outstanding APS and other Preferred Shares of any series bears to be made on the Redemption Date is hereinafter referred aggregate liquidation preference of all outstanding series of APS and other Preferred Shares, subject to as the “Redemption Payment.” Notwithstanding any limitations specified redemption pursuant to provisions similar to those contained in this Section A.511.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event that the Corporation at any time breaches any of the provisions shares having an equal number of days in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any Non-Call Period. The Trust shall effect such breach redemption on a Business Day which is not cured by later than 35 days after such Cure Date, except that if the 60th day after receipt by Trust does not have funds legally available for the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares required number of Existing Senior APS and other Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeemingShares, including RVMTP Shares, which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall be redeemed by the Corporation as soon as permitted under law). With respect redeem those APS and other Preferred Shares, including RVMTP Shares, which it is unable to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced redeem on the tenth day after earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. For the occurrence avoidance of such breachdoubt, irrespective Sections 2.6(a) and 2.6(b) of notice of such breach from any holder, if Exhibit 1 hereto contain additional mandatory redemption provisions relating to the Corporation shall not have notified the holders of such breach by such dateRVMTP Shares. (b) On Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and after set apart for payment and (ii) if redemption thereof would result in the Trust’s failure to maintain Mxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount. In the event that less than all the outstanding shares of a series of APS are to be redeemed and there is more than one Holder, the shares of that series of APS to be redeemed shall be selected by lot or such other method as the Trust shall deem fair and equitable. For the avoidance of doubt, Section 2.6(d)(v) of Exhibit 1 hereto contains additional provisions relating to prohibitions on redemption of the RVMTP Shares. (c) Whenever shares of APS are to be redeemed, the Trust, not less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice (“Notice of Redemption”) by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Auction Agent. The Notice of Redemption Dateshall set forth (i) the redemption date, (ii) the amount of the redemption price, (iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on the shares to be redeemed shall cease to accumulate on such redemption date (except that holders may be entitled to Gross-up Dividends) and (vi) the provision of these Bylaws pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust’s custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of any Requesting Holder with respect to those the Holders of such shares as shareholders of Existing Senior Preferred Stock being redeemed the Trust by reason of the Corporation pursuant to Section A.5(a), ownership of such shares will cease and terminate (except the their right to receive the applicable Redemption Price per shareredemption price in respect thereof and any Gross-up Dividends, shall cease and terminatebut without interest), and such shares of Existing Senior Preferred Stock shall no longer be deemed Outstanding. The Trust shall be entitled to receive, from time to time, from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Holder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount remaining on deposit and the Auction Agent shall thereupon be outstanding, whether or not relieved of all responsibility to the certificates representing Holder of such shares have been received by the Corporation; provided, however, that, notwithstanding anything called for redemption and such Holder thereafter shall look only to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder Trust for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Datepayment.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At Shares of APS shall be redeemable by the request Trust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of Redemption, the Trust at its option may redeem shares of any series of APS, in whole or in part, out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Existing Senior Majority Trust during (A) the “Requesting Holders”Initial Dividend Period with respect to a series of shares or (B) made a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at any time the Mandatory Redemption Price per share, shares of APS to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as provided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or after December 15before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a "Cure Date"), 2011as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the Corporation extent provided herein. The number of APS to be redeemed shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share be equal to the Series C Original Purchase Price for each share lesser of Series C Stock and Series B Original Purchase Price for each share (i) the minimum number of Series B StockAPS the redemption of which, plus if deemed to have occurred immediately prior to the opening of business on the Cure Date, together with all shares of other Preferred Shares subject to redemption or retirement, would result in each case the Trust having Xxxxx'x Eligible Assets with an amount aggregate Discounted Value equal to any declared or accrued but unpaid dividends thereongreater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares the redemption of which would have such result, all shares of APS and shares of other Preferred Shares then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares subject to redemption or retirement, that can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to 1940 Act APS Asset Coverage, as the “Redemption Price,” case may be, pro rata among shares of APS of all series and the payment other Preferred Shares subject to be made on the Redemption Date is hereinafter referred redemption pursuant to as the “Redemption Payment.” Notwithstanding any limitations specified provisions similar to those contained in this Section A.511.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event that the Corporation at any time breaches any of the provisions shares having an equal number of days in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any Non-Call Period. The Trust shall effect such breach redemption on a Business Day which is not cured by later than 35 days after such Cure Date, except that if the 60th day after receipt by Trust does not have funds legally available for the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares required number of Existing Senior APS and other Preferred Stock held by them (less any shares that Shares which are subject to mandatory redemption or the Corporation Trust otherwise is prevented by law from redeemingunable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall redeem those APS which shall be redeemed by the Corporation as soon as permitted under law). With respect it is unable to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced redeem on the tenth day after the occurrence earliest practicable date on which it is able to effect such redemption out of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such datefunds legally available therefor. (b) On Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and after set apart for payment and (ii) if redemption thereof would result in the Trust's failure to maintain Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount. In the event that less than all the outstanding shares of a series of APS are to be redeemed and there is more than one Holder, the shares of that series of APS to be redeemed shall be selected by lot or such other method as the Trust shall deem fair and equitable. (c) Whenever shares of APS are to be redeemed, the Trust, not less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice ("Notice of Redemption") by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Auction Agent. The Notice of Redemption Dateshall set forth (i) the redemption date, (ii) the amount of the redemption price, (iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on the shares to be redeemed shall cease to accumulate on such redemption date (except that holders may be entitled to Gross-up Dividends) and (vi) the provision of these Bylaws pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust's custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of any Requesting Holder with respect to those the Holders of such shares as shareholders of Existing Senior Preferred Stock being redeemed the Trust by reason of the Corporation pursuant to Section A.5(a), ownership of such shares will cease and terminate (except the their right to receive the applicable Redemption Price per shareredemption price in respect thereof and any Gross-up Dividends, shall cease and terminatebut without interest), and such shares of Existing Senior Preferred Stock shall no longer be deemed Outstanding. The Trust shall be entitled to receive, from time to time, from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Holder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount remaining on deposit and the Auction Agent shall thereupon be outstanding, whether or not relieved of all responsibility to the certificates representing Holder of such shares have been received by the Corporation; provided, however, that, notwithstanding anything called for redemption and such Holder thereafter shall look only to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder Trust for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Datepayment.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At 7.1 On or after the request first Business Day that is five years after the Issue Date, the Company shall have the right, subject to applicable law, to redeem all but not less than all shares of Preferred Stock from any source of funds legally available for such purpose. Any redemption by the Company pursuant to this Section 7 shall be subject to compliance with the provisions of the Existing Senior Majority Debt Agreements and any other agreements governing the Company's and the Parent's future or existing outstanding indebtedness. Any such redemption shall occur on a date set by the Company on not less than thirty (30) days' notice to the Holders (the “Requesting Holders”"Optional Redemption Date"). Notwithstanding anything to the contrary in this Section 7.1, a Holder may exercise an Optional Parent Put Right after receipt of an Optional Redemption Notice, provided the Optional Parent Put Exchange Date precedes the Optional Redemption Date by at least three (3) made at any time on or after December 15Business Days. Upon the exchange of shares of Preferred Stock pursuant to such Optional Parent Put Right, 2011such Optional Redemption Notice shall be rendered void in respect of such shares. 7.2 Subject to applicable law, the Corporation Company shall effect any such redemption pursuant to this Section 7 by paying cash for each share of Preferred Stock to be redeemed in an amount equal to the Liquidation Preference (including, for the avoidance of doubt, any Accrued Dividends added to the Liquidation Preference in accordance with Section 3.6.1) plus the Accumulated Cash Dividends (if any) (such amount, the "Optional Redemption Price"). 7.3 The Company shall give notice of its election to redeem the Preferred Stock pursuant to this Section 7 to the Holders of Preferred Stock as such Holders' names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the books of the Transfer Agent at the address of such Holders shown therein. Such notice (the "Optional Redemption Notice") shall state: (i) the Optional Redemption Date, (ii) the number of shares of Preferred Stock to be redeemed from such Holder, (iii) the Optional Redemption Price, and (iv) the place where any shares of Preferred Stock in certificated form are to be redeemed and shall be presented and surrendered for payment of the Optional Redemption Price therefor. 7.4 If the Company gives the Optional Redemption Notice, the Company shall deposit with or otherwise make available to the Paying Agent funds sufficient to redeem the shares of Preferred Stock, no later than the open of business on the Optional Redemption Date, and the Company shall give the Paying Agent instructions and authority to pay the Optional Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the Certificates therefor as set forth in the Optional Redemption Notice. If the Optional Redemption Notice shall have been given, then from and after the Optional Redemption Date, unless otherwise prevented by law, at a the Company defaults in providing funds sufficient for such redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on and place specified for payment pursuant to the Optional Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption DateNotice, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and dividends on such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything redeemed shall cease to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, accrue and (B) without limiting any all other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Optional Redemption Price. Such payment date The Company shall be referred entitled to herein as receive from the “Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Date.” If, on the Redemption Date, less than all Price of the shares of Existing Senior Preferred Stock may to be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such sharesredeemed), and the holders of any shares of Existing Senior Preferred Stock not so redeemed shall be redeemed on have no claim to any such interest income. Any funds deposited with the first date following such Paying Agent hereunder by the Company for any reason, including redemption of shares of Preferred Stock, that remain unclaimed or unpaid after two years after the Optional Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation or other payment date, shall redeem (be, to the extent permitted by applicable law) , repaid to the shares of Existing Senior Preferred Stock on Company upon its written request, after which repayment the Redemption Date and Holders entitled to such redemption or other payment shall have recourse only to the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesCompany.

Redemption. (a) At Shares of APS shall be redeemable by the request Trust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of Redemption, the Trust at its option may redeem shares of any series of APS, in whole or in part, out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Existing Senior Majority Trust during (A) the “Requesting Holders”Initial Dividend Period with respect to a series of shares or (B) made a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at any time the Mandatory Redemption Price per share, shares of APS and other Preferred Shares to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain Xxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as provided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or after December 15before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a “Cure Date”), 2011as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the Corporation extent provided herein. The number of APS and other Preferred Shares to be redeemed shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share be equal to the Series C Original Purchase Price for each share lesser of Series C Stock and Series B Original Purchase Price for each share (i) the minimum number of Series B StockAPS the redemption of which, plus if deemed to have occurred immediately prior to the opening of business on the Cure Date, together with all shares of other Preferred Shares subject to redemption or retirement, would result in each case the Trust having Xxxxx’x Eligible Assets with an amount aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares (including any declared or accrued but unpaid dividends thereonVMTP Shares) the redemption of which would have such result, all shares of APS and shares of other Preferred Shares, including VMTP Shares, then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares, including VMTP Shares, subject to redemption or retirement, that can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS and other Preferred Shares required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having Xxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to 1940 Act APS Asset Coverage, as the “Redemption Price,” case may be, on a pro rata basis among shares of APS of all series and other Preferred Shares, including VMTP Shares, based upon the payment proportion that the aggregate liquidation preference of the outstanding APS and other Preferred Shares of any series bears to be made on the Redemption Date is hereinafter referred aggregate liquidation preference of all outstanding series of APS and other Preferred Shares, subject to as the “Redemption Payment.” Notwithstanding any limitations specified redemption pursuant to provisions similar to those contained in this Section A.511.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event that the Corporation at any time breaches any of the provisions shares having an equal number of days in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any Non-Call Period. The Trust shall effect such breach redemption on a Business Day which is not cured by later than 35 days after such Cure Date, except that if the 60th day after receipt by Trust does not have funds legally available for the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares required number of Existing Senior APS and other Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeemingShares, including VMTP Shares, which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall be redeemed by the Corporation as soon as permitted under law). With respect redeem those APS and other Preferred Shares, including VMTP Shares, which it is unable to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced redeem on the tenth day after earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. For the occurrence avoidance of such breachdoubt, irrespective Sections 2.5(a) and 2.5(b) of notice of such breach from any holder, if Exhibit 1 hereto contain additional mandatory redemption provisions relating to the Corporation shall not have notified the holders of such breach by such dateVMTP Shares. (b) On Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and after set apart for payment and (ii) if redemption thereof would result in the Trust’s failure to maintain Xxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount. In the event that less than all the outstanding shares of a series of APS are to be redeemed and there is more than one Holder, the shares of that series of APS to be redeemed shall be selected by lot or such other method as the Trust shall deem fair and equitable. For the avoidance of doubt, Section 2.5(d)(v) of Exhibit 1 hereto contains additional provisions relating to prohibitions on redemption of the VMTP Shares. (c) Whenever shares of APS are to be redeemed, the Trust, not less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice (“Notice of Redemption”) by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Auction Agent. The Notice of Redemption Dateshall set forth (i) the redemption date, (ii) the amount of the redemption price, (iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on the shares to be redeemed shall cease to accumulate on such redemption date (except that holders may be entitled to Gross-up Dividends) and (vi) the provision of these Bylaws pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust’s custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of any Requesting Holder with respect to those the Holders of such shares as shareholders of Existing Senior Preferred Stock being redeemed the Trust by reason of the Corporation pursuant to Section A.5(a), ownership of such shares will cease and terminate (except the their right to receive the applicable Redemption Price per shareredemption price in respect thereof and any Gross-up Dividends, shall cease and terminatebut without interest), and such shares of Existing Senior Preferred Stock shall no longer be deemed Outstanding. The Trust shall be entitled to receive, from time to time, from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Holder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount remaining on deposit and the Auction Agent shall thereupon be outstanding, whether or not relieved of all responsibility to the certificates representing Holder of such shares have been received by the Corporation; provided, however, that, notwithstanding anything called for redemption and such Holder thereafter shall look only to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder Trust for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Datepayment.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At Shares of APS shall be redeemable by the request Trust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of Redemption, the Trust at its option may redeem shares of any series of APS, in whole or in part, out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Existing Senior Majority Trust during (A) the “Requesting Holders”Initial Dividend Period with respect to a series of shares or (B) made a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at any time the Mandatory Redemption Price per share, shares of APS and other Preferred Shares to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain Mxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as provided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or after December 15before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a “Cure Date”), 2011as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the Corporation extent provided herein. The number of APS and other Preferred Shares to be redeemed shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share be equal to the Series C Original Purchase Price for each share lesser of Series C Stock and Series B Original Purchase Price for each share (i) the minimum number of Series B StockAPS the redemption of which, plus if deemed to have occurred immediately prior to the opening of business on the Cure Date, together with all shares of other Preferred Shares subject to redemption or retirement, would result in each case the Trust having Mxxxx’x Eligible Assets with an amount aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares (including any declared or accrued but unpaid dividends thereonVMTP Shares) the redemption of which would have such result, all shares of APS and shares of other Preferred Shares, including VMTP Shares, then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares, including VMTP Shares, subject to redemption or retirement, that can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS and other Preferred Shares required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having Mxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to 1940 Act APS Asset Coverage, as the “Redemption Price,” case may be, on a pro rata basis among shares of APS of all series and other Preferred Shares, including VMTP Shares, based upon the payment proportion that the aggregate liquidation preference of the outstanding APS and other Preferred Shares of any series bears to be made on the Redemption Date is hereinafter referred aggregate liquidation preference of all outstanding series of APS and other Preferred Shares, subject to as the “Redemption Payment.” Notwithstanding any limitations specified redemption pursuant to provisions similar to those contained in this Section A.511.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event that the Corporation at any time breaches any of the provisions shares having an equal number of days in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any Non-Call Period. The Trust shall effect such breach redemption on a Business Day which is not cured by later than 35 days after such Cure Date, except that if the 60th day after receipt by Trust does not have funds legally available for the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares required number of Existing Senior APS and other Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeemingShares, including VMTP Shares, which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall be redeemed by the Corporation as soon as permitted under law). With respect redeem those APS and other Preferred Shares, including VMTP Shares, which it is unable to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced redeem on the tenth day after earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. For the occurrence avoidance of such breachdoubt, irrespective Sections 2.5(a) and 2.5(b) of notice of such breach from any holder, if Exhibit 1 hereto contain additional mandatory redemption provisions relating to the Corporation shall not have notified the holders of such breach by such dateVMTP Shares. (b) On Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and after set apart for payment and (ii) if redemption thereof would result in the Trust’s failure to maintain Mxxxx’x Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount. In the event that less than all the outstanding shares of a series of APS are to be redeemed and there is more than one Holder, the shares of that series of APS to be redeemed shall be selected by lot or such other method as the Trust shall deem fair and equitable. For the avoidance of doubt, Section 2.5(d)(v) of Exhibit 1 hereto contains additional provisions relating to prohibitions on redemption of the VMTP Shares. (c) Whenever shares of APS are to be redeemed, the Trust, not less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice (“Notice of Redemption”) by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Auction Agent. The Notice of Redemption Dateshall set forth (i) the redemption date, (ii) the amount of the redemption price, (iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on the shares to be redeemed shall cease to accumulate on such redemption date (except that holders may be entitled to Gross-up Dividends) and (vi) the provision of these Bylaws pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust’s custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of any Requesting Holder with respect to those the Holders of such shares as shareholders of Existing Senior Preferred Stock being redeemed the Trust by reason of the Corporation pursuant to Section A.5(a), ownership of such shares will cease and terminate (except the their right to receive the applicable Redemption Price per shareredemption price in respect thereof and any Gross-up Dividends, shall cease and terminatebut without interest), and such shares of Existing Senior Preferred Stock shall no longer be deemed Outstanding. The Trust shall be entitled to receive, from time to time, from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Holder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount remaining on deposit and the Auction Agent shall thereupon be outstanding, whether or not relieved of all responsibility to the certificates representing Holder of such shares have been received by the Corporation; provided, however, that, notwithstanding anything called for redemption and such Holder thereafter shall look only to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder Trust for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Datepayment.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. DSO and his related entities (acollectively for this section and the Governance section, “DSO”) At will redeem all of his liquid balances in the request Och-Ziff Group each fiscal quarter for a period lasting two consecutive fiscal quarters starting with the fourth quarter of 2018, other than the Existing Senior Majority liquid balances currently in the OZ credit opportunities fund (the “Requesting HoldersCredit Fund Balance”) made at any time ), which will be redeemed in full on or after December 15September 30, 20112019 (the payment of all such redemptions other than the OZ Credit Balance in full, the Corporation “Liquidity Redemption”).9 The Liquidity Redemption shall redeem on be made as to 50% of the Redemption Dateliquid balances in the fourth quarter of 2018, unless otherwise prevented by law, at a redemption price per share equal and as to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, remainder in the event that the Corporation at any time breaches any first quarter of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in 2019. If (i) the Och-Ziff Group has advised DSO in writing that certain Stockholders’ Agreement among he may not withdraw capital invested in the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or firm that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificatehe has requested to withdraw, or (ii) (x) DSO is advised in writing by his counsel (which written advice is promptly furnished to the Och-Ziff Group) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14he is prohibited by law from withdrawing capital invested in the firm that he has requested to withdraw and (y) counsel to the Och-Ziff Group does not thereafter inform DSO in writing that he is not so prohibited (any such blockage or restriction, 2003 among the Corporation and the signatories thereto (as amended, the a “Series B Stock Purchase AgreementWithdrawal Restriction”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by Transition Date (as defined in the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(aGovernance section below) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by deferred and the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, Liquidity Redemption extended if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted contemplated by lawthe following subparagraph. • In the event that (i) DSO is prohibited by a Withdrawal Restriction from withdrawing an amount of capital that he has, in accordance with the shares applicable fund documents, requested to withdraw during a redemption window, (ii) DSO so seeks in each subsequent redemption window pertinent to such withdrawal request to withdraw any unwithdrawn amount of Existing Senior Preferred Stock on such request and (iii) DSO is prohibited by subsequent Withdrawal Restrictions from withdrawing the Redemption remaining unwithdrawn amount thereof, then the Transition Date and shall be tolled until 30 days following the Corporation shall promptly advise each holder of Existing Senior Preferred Stock closing of the Redemption Date or next redemption window pertinent to such withdrawal request as to which no Withdrawal Restriction restricts DSO’s ability to withdraw unwithdrawn amounts requested to be withdrawn. The provisions of the relevant facts applicable thereto preventing such redemption. Upon preceding sentence may apply sequentially to subsequent redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue windows and deliver simultaneously to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof multiple requests to all the rights, powers and privileges of a holder of such shareswithdraw capital.

Redemption. (a) At any time after the request date that is 18 months following the Issue Date, if not previously converted into Common Stock, the Holders of not less than a majority of the Existing Senior Majority outstanding shares of Series A Preferred Stock shall have the right to elect to have, out of funds legally available therefor, all (but not less than all) of the then outstanding shares of Series A Preferred Stock redeemed by the Corporation (a “Series A Redemption”) for a price per share equal to the Liquidation Preference for such Share, plus all unpaid accrued and accumulated dividends on such share (the “Requesting HoldersSeries A Redemption Price”). Any such Series A Redemption shall occur not more than sixty (60) days following receipt by the Corporation of a written election notice (the “Series A Election Notice”) made from the Holders of not less than a majority of the outstanding shares of Series A Preferred Stock. Upon receipt of a Series A Election Notice, all Holders of Series A Preferred Stock shall be deemed to have elected to have all of their shares redeemed pursuant to this Section 8 and such election shall bind all Holders of Series A Preferred Stock. In exchange for the surrender to the Corporation by the respective Holders of shares of Series A Preferred Stock of their certificate or certificates representing such shares in accordance with Section 8(c) below, the aggregate Series A Redemption Price for all shares held by each Holder of shares shall be payable in cash in immediately available funds to the respective Holders of the Series A Preferred Stock on the applicable Series A Redemption Date and the Corporation shall contribute all of its assets to the payment of the Series A Redemption Price, and to no other corporate purpose, except to the extent prohibited by applicable Delaware law. If the Corporation fails to pay in full the amount hereunder on the date such amount is due in accordance with this Section, the Corporation will pay interest thereon at any time on a rate equal to the lesser of 18% per annum or after December 15the maximum rate permitted by applicable law, 2011accruing daily from such date until the amount, plus all such interest thereon, is paid in full. (b) As promptly as practicable, but in no event later than ten (10) days, following receipt of a Series A Election Notice, the Corporation shall send written notice (the “Series A Redemption Notice”) of its receipt of a Series A Election Notice to each Holder of record of Series A Preferred Stock. Each Series A Redemption Notice shall state: (i) the number of Shares of Series A Preferred Stock held by the Holder that the Corporation shall redeem on the Series A Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to Date specified in the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the A Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or Notice; (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as the date of November 14the closing of the redemption, 2003 among the Corporation and the signatories thereto which pursuant to Section 8(a) shall be no later than sixty (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after 60) days following receipt by the Corporation of notice the Series A Election Notice (the applicable date, the “Series A Redemption Date”) and the Series A Redemption Price; and (iii) the manner and place designated for surrender by the Holder to the Corporation of his, her or its certificate or certificates representing the Shares of Series A Preferred Stock to be redeemed. (c) On or before the Series A Redemption Date, each Holder of shares of Series A Preferred Stock shall surrender the certificate or certificates representing such Shares to the Corporation, in the manner and place designated in the Series A Redemption Notice, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto), or, in the event the certificate or certificates are lost, stolen or missing, shall deliver an affidavit of loss, in the manner and place designated in the Series A Redemption Notice. Each surrendered certificate shall be canceled and retired and the Corporation shall thereafter make payment of the applicable Series A Redemption Price by certified check or wire transfer to the holder of record of such breach from a holdercertificate. (d) If on the applicable Series A Redemption Date, to accelerate the maturity of the rights of all of the holders under this Section A.5(aSeries A Redemption Price is paid (or tendered for payment) and cause the immediate redemption of all for any of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall to be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, on such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Series A Redemption Date, then on such date all rights of the Holder in the shares so redeemed and paid or tendered, including any Requesting Holder with respect rights to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per sharedividends on such shares, shall cease and terminatecease, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be issued and outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a1) At On and after the request third (3rd) anniversary of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011Series E Issue Date, the Corporation shall holders of Series E Preferred Units may require the Partnership, upon at least 30 days notice, to redeem on in whole, but not in part, the Redemption Date, unless otherwise prevented by law, at Series E Preferred Units for a redemption price per share Series E Preferred Unit payable in cash equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, Stated Value plus in each case an amount equal to any declared or accrued but accumulated and unpaid dividends thereondistributions to the date of redemption (the "Aggregate Redemption Value"). Notwithstanding the forgoing, all upon receipt of a redemption notice from a holder of the Existing Senior Series E Preferred Stock outstanding at Units and in lieu of payment in cash as previously provided, the time General Partner or Xxxxxxxx Properties Trust, a Maryland real estate investment trust (the "Company"), (or both) may, in its sole and absolute discretion, elect to purchase directly and acquire such Series E Preferred Units from the holder of such Series E Preferred Units in exchange for the number of Common Shares of the Company obtained by dividing the Aggregate Redemption Value by the Current Market Price on the business day immediately preceding the redemption date, provided that the Company has filed with the Securities Exchange Commission a registration statement covering the resale of such request is madeCommon Shares and the registration statement has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act as of the redemption date (without any stop orders), and the Company has agreed to use its best efforts to maintain such registration statement effective until the earlier of the date the Common Shares issue in payment of the Aggregate Redemption Price have been resold by the holder or six (6) months following the redemption date. The total sum payable per share holder agrees that the Company may extend the redemption date for up to an additional sixty (60) days as may be deemed necessary by the Company to have the registration statement declared effective by the SEC provided that the Company continues to use its best efforts to have the registration statement declared effective under the Securities Act. No fractional shares shall be issued upon redemption of Existing Senior the Series E Preferred Stock Units. Instead of any factional interest in a Common Share that would otherwise be deliverable, the Company or the General Partner, as the case may be, shall pay an amount in cash based upon the Current Market Price of the Common Shares on the business day immediately preceding the redemption date. If the General Partner or the Company exercises its purchase election and delivers Common Shares in payment of the Aggregate Redemption Date is hereinafter referred to Value, then the Partnership will cause the General Partner or the Company, as the “Redemption Price,” and case may be, to issue to the payment to be made on holder of the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5redeemed Class E Units additional Common Shares (collectively, "Additional Common Shares") in the event that the Corporation at holder, within thirty (30) days following the redemption date, resells the Common Shares issued in payment of the Aggregate Redemption Value and receives net proceeds from such sale(s) in an aggregate amount less than the Aggregate Redemption Value (the amount of such shortfall being referred to below as the "Shortfall"), provided that the Partnership or the Company is notified in writing within three days of the redemption date of the holder's intention to resell such Common Shares and/or any time breaches Additional Common Shares and provided further that such holder reasonably cooperates with the Partnership and the Company in any such sale, including selling the Common Shares through such broker-dealer as the Partnership or the Company may specify. The number of Additional Common Shares to be issued in such circumstance would be calculated by dividing the dollar amount of the Shortfall by the Current Market Price on the date of the last sale of the Common Shares issued in payment of the Aggregate Redemption Value, and the Partnership agrees to use best efforts to cause the Company to register under the Securities Act the resale of such Additional Common Shares and to maintain such registration statement effective until the earlier of the date the Additional Common Shares have been resold by the holder or six (6) months following the date of their issuance. (2) Unless full cumulative distributions on all outstanding Series E Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past distributions periods and the then current distribution period, the Partnership shall not purchase or otherwise acquire directly or indirectly any Partnership Interests ranking junior to or on a parity with the Series E Preferred Units as to distributions or upon liquidation, dissolution or winding up of the Partnership; provided that the foregoing restriction on purchases and acquisitions shall apply only to purchases and acquisitions of Partnership Interests held by any of the provisions in Company, the this Certificate General Partner, any direct or indirect subsidiary of the Company or the General Partner or any of Messrs. Xxxxxxxx, August or XxXxxx. (3) On or after the redemption date, each holder of Series E Preferred Units to be redeemed shall present and surrender the certificates evidencing its representationsSeries E Preferred Units to the Partnership at the place designated by the Partnership and thereupon the redemption price of such Series E Preferred Units shall be paid or the Company shall issue a certificate or certificates for the number of full Common Shares issuable upon redemption of the Series E Preferred Units, warrantiesas the case may be, covenants and/or agreements set forth to or on the order of the person whose name appears on such certificate evidencing Series E Preferred Units as the owner thereof and each surrendered certificate shall be canceled. (4) From and after the redemption date (unless the Partnership defaults in (i) that certain Stockholders’ Agreement among payment of the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”redemption price), each as entered into contemporaneously with all distributions on the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable E Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation Units shall cease to accumulate and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the all rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a)thereof, except the right to receive the applicable Redemption Price per shareredemption price thereof (including all accumulated and unpaid distributions up to the redemption date), shall cease and terminate, terminate and such shares of Existing Senior Series E Preferred Stock Units shall no longer not be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting outstanding for any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madepurpose whatsoever. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among Upon the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”)occurrence of a Class D Change of Control, each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Class D Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation Unit Holder shall have the right to cure such breach shall be deemed to have commenced on option, exercisable at its sole election, but only during the tenth day after period beginning upon the occurrence of such breachClass D Change of Control and ending at the end of the 90th day following such occurrence, irrespective to require the Partnership to redeem all, or any Minimum Portion, of the Class D Preferred Units held by such Class D Preferred Unit Holder for an amount of cash in respect of each Class D Preferred Unit to be redeemed equal to the Class D Redemption Price of such Class D Preferred Unit. The Partnership shall deliver to all Class D Preferred Unit Holders a written notice of the expected occurrence of a Class D Change of Control (a “Class D CoC Notice”) within five Business Days following execution of definitive agreements relating to a Class D Change of Control, and at least fifteen Business Days prior to consummating such Class D Change of Control (or, if such advance notice is not practicable based on the event that resulted in a Class D Change of Control, as soon as reasonably practicable upon the Partnership becoming aware of such Class D Change of Control), which Class D CoC Notice shall include the material terms of the event constituting a Class D Change of Control and any definitive agreements executed by the Partnership or the General Partner in connection therewith. To exercise its right to redemption pursuant to this Section 5.13(d)(i), a Class D Preferred Unit Holder must deliver a written notice of such breach from any holder, if exercise (a “Class D CoC Redemption Election Notice”) to the Corporation shall not have notified Partnership prior to the holders 90th day following the occurrence of such breach by Class D Change of Control, which Class D CoC Redemption Election Notice shall set forth the number of Class D Preferred Units such date. (b) On and after the Redemption Date, all rights of any Requesting Class D Preferred Unit Holder with respect elects to those shares of Existing Senior Preferred Stock being have redeemed by the Corporation Partnership pursuant to this Section A.5(a5.13(d)(i), except . No later than five Business Days following the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares later of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of such Change of Control or the delivery of a subsequent Liquidation, with respect Class D CoC Redemption Election Notice by a Class D Preferred Unit Holder to the shares of Existing Senior Partnership, the Partnership shall redeem the Class D Preferred Stock Units set forth in such Class D CoC Redemption Election Notice by paying such Class D Preferred Unit Holder an amount in cash in same-day funds in respect of which no each such Class D Preferred Unit equal to the Class D Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect Price of such remaining sharesClass D Preferred Unit. Notwithstanding the foregoing, if a redemption pursuant to this Section 5.13(d)(i) would cause the Class D Preferred Units to be characterized as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business disqualified stock,” “disqualified capital stock” or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price similar concept pursuant to the terms of Section A.5(a)any agreement, provided that document or instrument governing or evidencing any Funded Indebtedness of the Corporation Partnership or its transfer agent has received the certificate(s) representing the shares Subsidiaries that is, or was originally issued or incurred, in excess of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation$10,000,000, the redemption obligation of Existing Senior Preferred Stock the Partnership set forth in this Section 5.13(d)(i) shall be pro rata according to tolled until the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect earlier of the remaining shares of Existing Senior Preferred Stock if date (A) such redemption would comply with a “Restricted Payments” covenant or similar covenant contained in any such agreement, document or instrument, or (B) the Redemption Price were paid in full for all applicable loans and other debt obligations under such shares). The Corporation shall redeem (agreement, document or instrument are, to the extent permitted by lawrequired, repaid (and, if applicable, any commitments will be terminated and any obligations to offer to redeem, repay or repurchase such loans or other debt obligations as a result of the Class D Change of Control will have expired) prior to such redemption of the shares of Existing Senior Class D Preferred Stock on the Redemption Date Units and the Corporation Partnership will timely comply with any “change of control offer” or similar requirements under the terms of any such agreement, document or instrument, if applicable. The preceding sentence shall promptly advise each holder not be deemed to be a waiver by any Class D Preferred Unit Holder of Existing Senior Preferred Stock its right to receive from the Partnership and/or its successor the cash payment required by this Section 5.13(d)(i) in connection with such Class D Change of the Redemption Date or of the relevant facts applicable thereto preventing such Control and redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15September 13, 20112008, the Corporation shall shall, upon receipt of the written request (the “Series A Redemption Request”) of the holders of a majority of the Series A Preferred Stock then outstanding, redeem for cash out of any funds legally available therefor ratably from holders thereof, on each of the relevant Redemption Dates (as defined below), that number of shares of Series A Preferred Stock equal to at least one-eighth of the number of shares of Series A Preferred Stock outstanding on the date of the Series A Redemption DateRequest. Notwithstanding the foregoing, unless otherwise prevented by law, the number of the shares of Series A Preferred Stock redeemed on any Redemption Date may be increased at the option of the Corporation. The redemption of Series A Preferred Stock pursuant to this Section 5(a) shall be made at a redemption price per share equal to the Original Series C Original Purchase Price A Price, plus an amount equal to the amount of all declared but unpaid dividends through the applicable Redemption Date. The Corporation need not establish any sinking fund for redemption of the Series A Preferred Stock. The total amount to be paid with respect to each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior A Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Series A Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5the foregoing, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the no shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Series A Preferred Stock shall be pro rata according redeemed pursuant to this Section 5(a) and the respective amounts which would be payable to redemption of those shares suspended for the Existing Senior Preferred Stockholders in respect of their applicable time unless and until all the outstanding shares of Existing Senior Series B Preferred Stock if have first been redeemed pursuant to Section 5(b), all the Redemption Price were paid in full for all such shares, and any outstanding shares of Existing Senior Series C Preferred Stock not have first been redeemed shall be redeemed on pursuant to Section 5(c) and all the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining outstanding shares of Existing Senior Series D Preferred Stock if the Redemption Price were paid in full for all such shareshave first been redeemed pursuant to Section 5(d). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At Unless the request of following rights are waived or deferred in writing by the Existing Senior Majority Holders (the “Requesting Holders”) made including each Lead Investor), at any time on or after December 15May 31, 20112006, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal any Holder may elect to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share have all shares of Series B StockPreferred Stock held by such Holder redeemed by the Corporation (an "Optional Redemption"). In any such case, plus any Holder desiring to exercise its Optional Redemption right (a "Redeeming Holder") shall notify the Corporation in each case an amount equal writing of its intent to any declared or accrued but unpaid dividends thereon, exercise the rights afforded by this Section 7(a) and specify a date not less than ten (10) nor more than sixty (60) days from the date of such notice on which all of the Existing Senior such Holder's shares of Series B Preferred Stock outstanding at the time that such request is madeshall be redeemed (an "Optional Redemption Date"). The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in Within three (i3) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day Trading Days after receipt by the Corporation of notice any such notice, the Corporation shall promptly notify each of the other Holders in writing of such breach from Optional Redemption and provide a holder, to accelerate the maturity copy of the rights of all notice from such Redeeming Holder with such notice, whereupon each of the holders under this Section A.5(aother Holders shall have an option for a period of fifteen (15) and cause days to notify the immediate redemption Corporation in writing of its intent to exercise its Optional Redemption right on the Optional Redemption Date. On such Optional Redemption Date, the Corporation shall redeem all of the shares of Existing Senior Series B Preferred Stock held by them such Redeeming Holder as well as all other Holders exercising such Optional Redemption right, as aforesaid, in cash by wire transfer of immediately available funds at a redemption price (less any the "Redemption Price") equal to the sum of (i) the product of (x) the number of shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach Series B Preferred Stock held by such dateRedeeming Holder and each other Holder, respectively, and (y) the Purchase Price and (ii) all accrued but unpaid dividends thereon calculated to the Optional Redemption Date. (b) On and after If the funds of the Corporation legally available for redemption of shares of Series B Preferred Stock on an Optional Redemption Date are insufficient to redeem the total number of shares of Series B Preferred Stock requested to be redeemed by Redeeming Holders on such Optional Redemption Date, all rights the Redeeming Holders requesting redemption on such Optional Redemption Date shall share ratably in any funds legally available for redemption of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything according to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, respective amounts that would be payable with respect to the full number of shares owned by them if all such shares were redeemed in full. At any time, and from time to time, thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Existing Senior Series B Preferred Stock, such funds will be used at the earliest permissible time to redeem the balance of such shares, or such portion thereof for which funds are then legally available. Such funds shall not be used by the Corporation for any other purpose, including the redemption by the Corporation of any shares of Convertible Securities which the Corporation is obligated to redeem on any subsequent date. The Corporation shall be obligated to use its reasonable efforts to take such actions as may be necessary in order to permit the full and timely redemption of the shares of Series B Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madeentitled to redemption. (c) If If, for any reason, the Requesting Corporation fails to redeem all shares of Series B Preferred Stock entitled to redemption on any Optional Redemption Date, the unredeemed shares shall remain outstanding and shall continue to have all rights and preferences (including, without limitation, dividend and voting rights) provided for herein and the Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election unredeemed shares shall have the ongoing right to be redeemed together with such rights and remedies as may be available under applicable law. (d) The notices provided for in this Section 7 shall be sent, (i) if by or on behalf of the “Redemption Notice”) Corporation, to the Holders at their respective addresses as shall then appear on the records of the Corporation by first-class, certified first class mail, return receipt requested, postage prepaid, notifying such recipient of the redemption, the date of such redemption, the number of shares of Series B Preferred Stock to be redeemed, and the Redemption Price therefor and stating the place or places at which the shares that have been requested to be redeemed shall, upon presentation and surrender of such certificates representing such shares, be redeemed, and (ii) if by or on behalf of a Holder, to the Corporation at its principal place executive office, currently located in Melbourne, Florida. (e) Any shares of business Series B Preferred Stock redeemed pursuant to this Section 7 or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, otherwise acquired by the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date any manner whatsoever shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may canceled and shall not under any circumstances be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, reissued; and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem from time to time take such shares (pro rata according appropriate corporate action as may be necessary to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of reduce accordingly the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of authorized shares of the Existing Senior Series B Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesStock.

Redemption. (a) At any time following April 1, 2025, the request Preferred Unitholders (or Common Unitholders who hold Common Units as a result of conversion of Preferred Units into Common Units) shall have the Existing Senior Majority right (the “Requesting HoldersPut Right”), at their option, to elect to cause any or all of their respective Preferred Units (or the Common Units into which they have been converted in a Conversion) to be redeemed (a “Redemption”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, for cash at a redemption price per share equal to the Series C Original Purchase Price for each share Fair Market Redemption Value on the date of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all delivery of the Existing Senior notice described in Section 3.8.3(b); provided, further, that the Company shall not be obligated to redeem Units pursuant to this Section 3.8.3(a) if such redemption is not permitted or would cause a default or event of default or other acceleration of indebtedness under the Credit Documents (a “Default Causing Put”). In the event the Company is not obligated to redeem Units because of a Default Causing Put, the Company shall nevertheless be obligated to redeem the number of Units, if any, that can be redeemed without causing a Default Causing Put (with each Unitholder seeking Redemption having a number of Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock Units (or Common Units into which they have been converted in a Conversion) redeemed determined on a pro rata basis based on the Redemption Date number of Units such Unitholder is hereinafter referred seeking to as have redeemed to the “Redemption Price,” and the payment total number of Units that all Unitholders are seeking to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5have redeemed). Further, in the event that the Corporation at any time breaches any Company is not obligated to redeem Units because of a Default Causing Put, the Company shall use commercially reasonable efforts to refinance the Credit Documents which do not permit such redemption, or find an alternate source of equity or debt funding, in order to permit the redemption of the provisions in Units which are the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing subject of the Prior CertificateDefault Causing Put (and to re-start such commercially reasonable efforts every six months until such Redemption is funded in full). The Company and its Subsidiaries shall use commercially reasonable efforts to cause any credit facilities that extend, renew, refund, replace or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among refinance the Corporation and Credit Documents to unconditionally permit the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity exercise of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them Put Right (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under lawsubject only to financial covenant compliance in such credit facilities). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and To exercise the Put Right described in this Section 3.8.3(a), a Preferred Unitholder must deliver to the Company a written notice setting forth (i) the date on which the redemption will occur, which shall be no earlier than twenty (20) Business Days after the Redemption Date, all rights of any Requesting Holder date such notice is given; and (ii) with respect to those shares each holder, the number of Existing Senior Preferred Stock being redeemed by Units (or the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares Common Units into which they have been received by the Corporation; provided, however, that, notwithstanding anything converted in a Conversion) subject to redemption. The Company shall promptly deliver to the contrary other Preferred Unitholders a written copy of any such notice it receives. No Preferred Unitholder shall exercise its Put Right more than once during any consecutive twelve (12) month period. In the event that the Company does not redeem Units held by a Preferred Unitholder within 30 days after the date set forth hereinin such notice from such Preferred Unitholder, then in addition to any other rights or remedies such Preferred Unitholder may have (Ax) if the Corporation defaults in the payment case of the Redemption PaymentTruebridge Member, interest shall accrue from such date on the rights redemption price at the rate of 200 basis points above the highest rate in effect from time to time under the terms of the Requesting Holder with respect to Company’s and any of its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such defaultSubsidiaries’ indebtedness for borrowed money, compounding annually, and (By) without limiting any other rights in the case of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior all Preferred Stock in respect of which no Redemption Payment has been received by a Requesting HolderUnitholders, such Requesting Holder shall be accorded Preferred Unitholder may not, within 120 days after the rights and benefits date set forth in Section A.4 hereof in respect of such remaining sharesnotice from such Preferred Unitholder, withdraw its election to exercise its Put Right, but may, at any time after such 120 day period, withdraw its election to exercise its Put Right without liability and without it counting as if no an “exercise” under the immediately prior redemption request had been madesentence. (c) If In connection with any Redemption of Units pursuant to Section 3.8.3(a), the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders Board of Managers shall send notice initially determine the Fair Market Redemption Value of such election the applicable Preferred Units (or the Common Units into which they have been converted in a Conversion) (the “Redemption NoticeRedeemed Units”, and such valuation, the “Board Valuation”) by first-class, certified mail, return receipt requested, postage prepaid, in good faith and send written notice thereof to the Corporation at its principal place applicable Preferred Unitholder (or Common Unitholder who holds Common Units as a result of business conversion of Preferred Units into Common Units) (the “Redeeming Holder”). If the Fair Market Redemption Value is determined pursuant to the proviso in the definition of such term applicable if shares are listed on a National Securities Exchange, then such determination by the Board of Managers shall be deemed to be conclusive, absent fraud or manifest error, and not subject to any transfer agent of the Corporationfollowing procedures in this Section 3.8.3(b). Within five ten (510) Business Days after receipt of the delivery by the Company to the Redeeming Holder of the Board of Manager’s determination of Fair Market Redemption NoticeValue of the applicable Redeemed Units, the Corporation shall Redeeming Holder may notify the Company in writing all other Existing Senior Preferred Stockholders that it objects to the Board of Manager’s ascribed valuation of the request by applicable Redeemed Units and propose a Requesting Holder for the redemption of Existing Senior Preferred Stock different valuation (the “Corporation Redeeming Holder Valuation”) of such applicable Redeemed Units (the “Objection Notice”). On If the twentieth Redeeming Holder timely delivers an Objection Notice and the Board of Managers does not agree with the proposed different valuation, then the Company and such Redeeming Holder shall, within 20 days of the delivery of the Objection Notice (20thor such longer period of time as is mutually agreed upon by the Company and the Redeeming Holder), jointly engage a nationally recognized investment bank or appraisal firm reasonably acceptable to both the Company and the Redeeming Holder (the “Appraisal Firm”) Business Day following to determine the Fair Market Redemption Value of the applicable Redeemed Units. The Company shall enter into a customary engagement letter with the Appraisal Firm, which engagement letter shall provide that in determining Fair Market Redemption Value, the Appraisal Firm shall value the applicable Redeemed Units based on the sale of the Company as a going concern and shall not apply any liquidity discount or minority discount, and provided that the value ascribed to the Redeemed Units by the Appraisal Firm shall not be less than the Board Valuation nor greater than the Redeeming Holder Valuation. The Company shall use commercially reasonable efforts to cause the Appraisal Firm to make such determination of the Fair Market Redemption Value of the applicable Redeemed Units (the “Appraiser Valuation”) within 30 days of the date the Appraisal Firm is engaged. The final Fair Market Redemption Value of the applicable Redeemed Units shall be equal to the average of (i) the Appraiser Valuation and (ii) either the Board Valuation or the Redeeming Holder Valuation, based on which such valuation is closer to the Appraiser Valuation. The expenses of the Appraisal Firm shall be allocated to be paid by the Company, on the one hand, and/or the Redeeming Holder, on the other hand, based upon the percentage which the Corporation received portion of the contested amount not awarded to each party bears to the aggregate contested amount, as determined by the Appraisal Firm. The determination of Fair Market Redemption NoticeValue by the Appraisal Firm shall be binding on the Company and the Redeeming Holder for purposes of the redemption of the applicable Redeemed Units. (d) Because an Uplist Event or a Public Offering may affect Fair Market Redemption Value, for so long as (i) the Keystone Member holds or owns at least 50% of the Series B Preferred Units (including, for this purpose, Common Units into which the Series B Preferred Units have been converted) held or owned by it on the Prior Effective Date or (ii) the TrueBridge Members hold or own at least 50% of the Series D Preferred Units (including, for this purpose, Common Units into which the Series D Preferred Units have been converted) held or owned by them on the TrueBridge Closing Date, the Corporation shall pay each holder P10 Member agrees not to consummate an Uplist Event or a Public Offering that is not a Qualified Public Offering, either directly or indirectly through New P10 Parent, without the prior approval of Existing Senior Preferred Stock the applicable Redemption Price Keystone Member and the TrueBridge Members, as applicable. (e) Other than pursuant to Section 3.8.2(b), Section 3.8.2(c) or Section 3.8.3(a), the Company shall not redeem any Common Units, Series A Preferred Units, Series B Preferred Units, Series C Preferred Units or Series D Preferred Units (or Common Units into which they have been converted) unless all holders of Preferred Units (and Common Units into which they have been converted) shall be given the opportunity to be so redeemed in proportion to the respective numbers of their outstanding Preferred Units (and Common Units into which they have been converted) and on the same terms of Section A.5(a(except if the price is below an applicable Liquidation Preference, then the price will be based upon relative Liquidation Preference(s), provided that in such case, the Corporation price shall not exceed the applicable Liquidation Preference(s)) (e.g., if Series B Preferred Units are being redeemed at $2.00 per Unit (and assuming $2.00 is two-thirds of their Liquidation Preference), then Series D Preferred Units are redeemable at $2.20 per Unit (assuming $2.20 is two-thirds of their Liquidation Preference); and if Series B Preferred Units are being redeemed at greater than or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock equal to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, $3.00 and less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according or equal to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect $ 3.30 per Unit (and assuming $3.00 is 100% of their shares Liquidation Preference), then Series D Preferred Units are redeemable at $3.30 per Unit (and assuming $3.30 is 100% of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such sharestheir Liquidation Preference). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares).

Redemption. (a) At the request All of the Existing Senior Majority outstanding shares of Series A Preferred Stock shall be redeemed by the Corporation out of funds lawfully available therefor at a price equal to the Series A Original Issue Price, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Requesting Holders”) made "Redemption Price"), in three annual installments commencing 270 days after receipt by the Corporation at any time on or after December 15February 17, 20112011 and prior to February 17, 2013, from the holders of a majority of the then outstanding shares of Series A Preferred Stock, of written notice requesting redemption of all shares of Series A Preferred Stock (the date of each such installment being referred to as a "Redemption Date"). On each Redemption Date, the Corporation shall redeem, on a pro rata basis in accordance with the number of shares of Series A Preferred Stock owned by each holder, that number of outstanding shares of Series A Preferred Stock determined by dividing (i) the total number of shares of Series A Preferred Stock outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If the Corporation does not have sufficient funds legally available to redeem on any Redemption Date all shares of Series A Preferred Stock and of any other class or series of capital stock to be redeemed on such Redemption Date, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for pro rata portion of each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice holder's redeemable shares of such breach from a holdercapital stock out of funds legally available therefor, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced based on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would otherwise be payable to the Existing Senior Preferred Stockholders in respect of their the shares of Existing Senior Preferred Stock to be redeemed if the Redemption Price legally available funds were paid in full for sufficient to redeem all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and have been redeemed as soon as practicable after the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shareshas funds legally available therefor.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to Except as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (iSection 6(l) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amendedhereof, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among Units may not be redeemed at the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing option of the Prior CertificatePartnership, and will not be required to be redeemed or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured repurchased by the 60th day after receipt Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) hereof. The Partnership or the Previous General Partner may purchase Preferred Units from time to time in the open market, by the Corporation of notice of such breach from a holdertender or exchange offer, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware in privately negotiated purchases or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateotherwise. (b) On and or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (such Preferred Units being hereafter “Tendered Units”) in exchange (a “Redemption”) for REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed as determined by the Corporation Partnership in its sole discretion. Any Redemption shall be exercised pursuant to Section A.5(a), except a Notice of Redemption delivered to the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received General Partner by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of Qualifying Party when exercising the Redemption Payment, right (the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made“Tendering Party”). (c) If the Requesting Holders elect Partnership elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise redemption rights hereunderof its Redemption right, and (ii) such Requesting Holders transaction shall send notice be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for REIT Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the Previous General Partner in exchange for a number of REIT Shares equal to the REIT Shares Amount for such number of the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The REIT Shares shall be delivered by the Previous General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Previous General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Notice”Date. REIT Shares issued upon an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have no obligation to effect any redemption unless and until a Tendering Party has given the Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by first-class, certified hand delivery or by first class mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business AIMCO Properties, L.P., c/o AIMCO-GP, Inc., 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attention: Investor Relations, or to any transfer agent such other address as the Partnership shall specify in writing by delivery to the holders of the Corporation. Within five (5) Business Days after receipt Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption NoticeDate for any Redemption, any holder may revoke its Notice of Redemption. (e) A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date for such distribution precedes or coincides with such delivery of the Notice of Redemption. If the Partnership elects to redeem any number of Tendered Units for cash, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders Cash Amount for such number of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date Tendered Units shall be referred to herein delivered as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be a certified check payable to the Existing Senior Preferred Stockholders Tendering Party or, in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid General Partner’s sole and absolute discretion, in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesimmediately available funds.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made Subject to Section 2(e), at any time on or after December 15the six-month anniversary of the Issue Date and prior to the expiration of the Warrants, 2011upon notice to the Holders, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by lawCompany may redeem, at a redemption the price of $0.01 per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as Warrant (the “Redemption Price,” ”), up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any least of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation aggregate number of all remaining Warrant Shares available for purchase hereunder, (ii) the aggregate number of Warrant Shares then permitted to be issued to the Holder in compliance with Section 2(e) above, and (iii) the parties set forth therein Holder’s Redemption Limitation (as amendedsuch lesser number of Warrant Shares, the “Stockholders’ AgreementMaximum Redemption Share Amount”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among as designated in the Corporation applicable Redemption Notice (as defined below) to be issued and the signatories thereto delivered in accordance with Section 6(b) hereof (the each, a “Stock Purchase AgreementRedemption”). Redemption shall be permitted under this Section 6 provided that (i) no Equity Conditions Failure exists (unless waived, each as entered into contemporaneously with in whole or in part, in writing by the filing Holder (and, if in part, only to the extent of the Prior Certificate, or Warrant Shares applicable to such partial waiver)); (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all VWAP of the shares of Existing Senior Preferred Common Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced listed on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. principal Trading Market over ten (b10) On and after consecutive Trading Days prior to the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price Notice Date is at least $[●] per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed which is equal to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment 200% of the Redemption PaymentInitial Exercise Price (as adjusted for share splits, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such defaultshare dividends, recapitalizations and (Bsimilar events) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption NoticeTrigger Price”); (iii) by first-class, certified mail, return receipt requested, postage prepaid, to either (x) there is an effective registration statement covering the Corporation at its principal place shares of business or to any transfer agent Common Stock issuable upon exercise of the Corporation. Within five Warrants, and a current prospectus relating thereto, available throughout the Redemption Period (5defined below) Business Days after receipt or (y) the Company has elected to require the exercise of the Redemption NoticeWarrants via cashless exercise; and (iv) if and when the Warrants become redeemable by the Company, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders Company may not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the request by a Requesting Holder for Warrants is not exempt from registration or qualification under applicable state blue sky laws or the redemption of Existing Senior Preferred Stock Company is unable to effect such registration or qualification (collectively, the “Corporation NoticeRedemption Conditions”). On For the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Noticepurposes of this Section 6, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.Limitation” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the means that number of shares covered by a Existing Senior Preferred of Common Stock certificate, equal to the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering Holder’s Beneficial Ownership Limitation less the number of shares of Common Stock held by the Existing Senior Preferred Stock representing the unredeemed portion Holder as of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesRedemption Date.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made Upon and at any time on or after December 15, 2011subsequent to the third anniversary of the Original Issue Date (as defined in Section 6(d)(i) above), the Corporation shall redeem Company at its option may redeem, out of its available cash or cash equivalents, any amount of the then outstanding and not previously converted (pursuant to Section 6) Series C Preferred Stock issued on the Redemption Original Issue Date, unless otherwise prevented by law, at a redemption price per share equal to the Original Series C Original Purchase Price for Issue Price, plus any declared, but unpaid dividends thereon upon notice provided in accordance with Section 7(b). Shares subject to redemption pursuant to this Section shall be redeemed from each share holder of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such datepro rata basis. (b) At least thirty (30) days prior to the dates that the Company elects to redeem shares of the Series C Preferred Stock pursuant to Section 7(a) (each a "REDEMPTION DATE," together the "REDEMPTION DATES"), the Company shall send a notice (the "REDEMPTION NOTICE") to all holders of the outstanding Series C Preferred Stock of such redemption to be effected, specifying the number of shares to be redeemed from such holder, the Redemption Date, the price per share to be paid (the "REDEMPTION PRICE") and the place at which payment may be obtained. (c) On or prior to the Redemption Date, the Company shall deposit the Redemption Price of all shares to be redeemed as of such date with a bank or trust company having aggregate capital and surplus in excess of $50,000,000, as a trust fund, with irrevocable instructions and authority to the bank or trust company to pay, upon receipt of notice from the Company that such holder has surrendered the Series C Preferred Stock share certificates in accordance with Section 7(d), the Redemption Price of the shares to their respective holders. Any moneys deposited by the Company pursuant to this Section 7 for the redemption of shares thereafter converted into shares of Common Stock pursuant to Section 6 hereof no later than the fifth (5th) day preceding the Redemption Date shall be returned to the Company forthwith upon such conversion. The balance of any funds deposited by the Company pursuant to this Section 7 remaining unclaimed at the expiration of one (1) year following such Redemption Date shall be returned to the Company promptly upon its written request. (d) On such Redemption Date, each holder of shares of Series C Preferred Stock to be redeemed shall surrender such holder's certificates representing such shares to the Company in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to 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 less than all the shares represented by such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the such Redemption Date, all rights of any Requesting Holder with respect to those the holder of such redeemed shares as a holder of Existing Senior Series C Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), (except the right to receive the applicable Redemption Price per share, without interest upon surrender of their certificates) shall cease and terminate, and terminate with respect to such shares. (e) In the event of a call for redemption of any shares of Existing Senior Series C Preferred Stock, the Conversion Rights (as defined in Section 6) for such Series C Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything terminate as to the contrary set forth hereinshares designated for redemption at the close of business on the fifth (5th) day preceding the Redemption Date, (A) if the Corporation defaults unless default is made in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madePrice. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. The LLC shall redeem the Preferred Shares as follows: (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made If, at any time on or after December 15April 1, 20112022, the Corporation Requisite Preferred Holders request, by written notice delivered to the LLC and each other holder of Preferred Shares, that the LLC redeem the outstanding Preferred Shares, the LLC shall redeem all of the outstanding Preferred Shares in three equal annual installments and the first such installment shall be a business day that is not more than 120 days after the LLC’s receipt of such request. The date of each such installment shall be referred to herein as a “Redemption Date”. The LLC shall effect such redemption on each Redemption Date by paying the holders of the Preferred Shares to be redeemed on such Redemption Date, unless otherwise prevented by lawin cash therefor, at a redemption price (i) an amount per share Series A Preferred Share equal to the greater of (A) the Series A Preference Amount of such Series A Preferred Share and (B) the fair market value of such Series A Preferred Share as determined in good faith by the Board, (ii) an amount per Series B Preferred Share equal to the greater of (A) the Series B Preference Amount of such Series B Preferred Share and (B) the fair market value of such Series B Preferred Share as determined in good faith by the Board and (iii) an amount per Series C Original Purchase Price for each share Preferred Share equal to the greater of (A) the Series C Stock Preference Amount of such Series C Preferred Share and (B) the fair market value of such Series B Original Purchase Price for each share of Series B Stock, plus C Preferred Share as determined in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of good faith by the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as Board (the “Redemption Price,” ”). In the event that the Requisite Preferred Holders disagree with the fair market value established by the Board, the LLC and the payment Requisite Preferred Holders shall mutually agree upon and select an independent investment bank, accounting firm or other financial institution to be made on determine the Redemption Date is hereinafter referred to as fair market value (the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, Independent Evaluator”); provided that in the event that the Corporation at any time breaches any LLC and the Requisite Preferred Holders are unable to mutually agree on an Independent Evaluator, the LLC and the Requisite Preferred Holders shall each select an Independent Evaluator and the two Independent Evaluators shall mutually agree upon a final Independent Evaluator to determine such fair market value. The final Independent Evaluator’s determination of the provisions in the this Certificate or any fair market value of its representations, warranties, covenants and/or agreements each Preferred Share shall be set forth in (i) that certain Stockholders’ Agreement among a written detailed report mutually addressed to the Corporation Board and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of the Preferred Shares and such breach determination shall be final, conclusive and binding upon the LLC and such holders. All costs related to the appointment of and valuation by such datethe Independent Evaluators shall be shared equally between the LLC and the holders of the Preferred Shares. (b) On and after the each Redemption Date, all rights the LLC shall redeem, on a pro rata basis in accordance with the number of any Requesting Holder with respect Preferred Shares held by each holder thereof, that number of outstanding Preferred Shares determined by dividing (i) the total number of Preferred Shares outstanding immediately prior to those shares such Redemption Date by (ii) the number of Existing Senior Preferred Stock being redeemed remaining Redemption Dates (including the Redemption Date to which such calculation applies). If the redemption by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares LLC of Existing Senior all Preferred Stock shall no longer be deemed Shares to be outstanding, whether or not the certificates representing redeemed on such shares have been received Redemption Date would be prohibited by the Corporation; providedprovisions of the Act governing distributions to members, however, that, notwithstanding anything the LLC shall redeem a pro rata portion of such Preferred Shares held by each holder thereof to the contrary set forth herein, (A) if the Corporation defaults in the payment extent such redemption would not be prohibited by such provisions of the Redemption Payment, Act governing distributions to members based on the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock respective amounts which would otherwise be payable in respect of which no Redemption Payment has the Preferred Shares to be redeemed if the redemption of all such Preferred Shares would not be prohibited by such provisions of the Act governing distributions to members and shall redeem the remaining Preferred Shares to have been received by a Requesting Holderredeemed as soon as practicable after the LLC would not be prohibited from making such redemption under such provisions of the Act governing distributions to members, such Requesting Holder provided that the redemption of all Preferred Shares shall be accorded prior and in preference to the rights and benefits set forth in Section A.4 hereof in respect redemption of such remaining shares, as if no prior redemption request had been madeany other Shares or other equity securities of the LLC. (c) If At least (30) days prior to each Redemption Date, the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders LLC shall send (via an internationally recognized overnight courier) a notice of such election (the a “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place all holders of business or to any transfer agent of the Corporation. Within five Preferred Shares setting forth (5i) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior the Preferred Stock not redeemed shall Shares to be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares Date; and (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by lawii) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each place at which such holders may obtain payment of such Redemption Price upon surrender of their share certificates (if any). (d) Each holder of Existing Senior Preferred Stock Shares to be redeemed shall surrender such holder’s certificates representing such Preferred Shares (if any) to the LLC in the manner and at the place designated in the Redemption Notice. The Redemption Price of the Preferred Shares to be redeemed hereunder shall be payable to the order of the person in whose name such Preferred Shares are owned as shown on the books and records of the LLC and each such redeemed Preferred Share shall be canceled. In the event less than all the Preferred Shares represented by such certificates (if any) are redeemed, a new certificate shall be issued representing the unredeemed Preferred Shares. If the Redemption Notice shall have been duly delivered, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the Preferred Shares to be redeemed on such Redemption Date is paid or tendered for payment, then, notwithstanding that any certificates evidencing such Preferred Shares so called for redemption shall not have been surrendered, all rights with respect to such Preferred Shares shall forthwith terminate as of the Redemption Date or except only the right of the relevant facts applicable thereto preventing holders to receive the aggregate Redemption Price without interest upon surrender of their certificate or certificates (if any) therefor (or such redemption. Upon redemption of only a portion of holder notifies the number of shares covered LLC that such certificates have been lost, stolen or destroyed and such holder executes an agreement to indemnify the LLC from any loss incurred by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of it in connection with such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharescertificates).

Redemption. (a) At In the request event the Corporation declares and pays dividends in an aggregate amount in excess of $20,000,000 following June 19, 2009, for a twelve month period thereafter, the holders of a majority of the Existing Senior Majority then outstanding shares of Series B Preferred Stock shall have the right to deliver a notice of election of redemption to the Corporation. Within one hundred eighty (180) days of the “Requesting Holders”) made at any time on or after December 15, 2011Corporation’s receipt of such notice, the Corporation shall redeem, out of funds legally available therefor, all (but not less than all) outstanding shares of Series B Preferred Stock which have not been converted into Common Stock pursuant to Section 4 (the date on which such shares are redeemed, the “Redemption Date”). The Corporation shall redeem the shares of Series B Preferred Stock by paying in cash an amount per share equal to the Original Issue Price for such Series B Preferred Stock, plus an amount equal to all declared and unpaid dividends thereon, whether or not earned (the “Redemption Price”). If the funds legally available for redemption of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full Redemption Price, subject to Section 7(d) below, the Corporation shall effect such redemption pro rata among the holders of the Series B Preferred Stock so that each holder of Series B Preferred Stock shall receive a redemption payment equal to a fraction of the aggregate amount available for redemption, the numerator of which is the number of shares of Series B Preferred Stock held by such holder with each number multiplied by the Redemption Price of each share of Series B Preferred Stock held by such holder, and the denominator of which is the number of shares of Series B Preferred Stock outstanding multiplied by the Redemption Price of each such outstanding share of Series B Preferred Stock. (b) Any redemption effected pursuant to Section 7(a) shall be made on a pro rata basis among the holders of the Series B Preferred Stock in proportion to the shares of Series B Preferred Stock then held by them. (c) At least fifteen (15), but no more than thirty (30) days prior to the Redemption Date, written notice shall be mailed, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Series B Preferred Stock to be redeemed, at the address last shown on the records of the Corporation for such holder, notifying such holder of the redemption to be effected, specifying the number of shares to be redeemed from such holder, the Redemption Date, the Redemption Price, the place at which payment may be obtained and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, the holder’s certificate or certificates representing the shares to be redeemed (the “Redemption Notice”). Except as provided herein, on or after the Redemption Date each holder of Series B Preferred Stock to be redeemed shall surrender to this Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. (d) From and after the Redemption Date, unless there shall have been a default (including a partial payment pursuant to the provisions of Section 7(a) above) in payment of the Redemption Price, all rights of the holders of shares of Series B Preferred Stock designated for redemption in the Redemption Notice as holders of Series B Preferred Stock (except the right to receive the Redemption Price without interest upon surrender of their certificate or certificates) shall cease with respect to the shares designated for redemption on such date, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series B Preferred Stock on the Redemption Date are insufficient to redeem the total number of shares of Series B Preferred Stock to be redeemed on such date at the Redemption Price, those funds which are legally available will be used to redeem the maximum possible number of such shares ratably among the holders of such shares to be redeemed based upon their holdings of Series B Preferred Stock. The shares of Series B Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series B Preferred Stock such funds will immediately be used to redeem on a pro rata basis the balance of the shares which the Corporation has become obliged to redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Paymentwhich it has not redeemed.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. 6.1.1 Upon the failure by a holder of Series A Preferred Stock or Series B Preferred Stock, as applicable, to deliver a Conversion Notice within fifteen (a15) At days prior to the request Series A/B Maturity Date or a holder of Series C Preferred Stock to deliver a Conversion Notice within fifteen days prior to the Existing Senior Majority Preferred C Maturity Date (the “Requesting HoldersRedemption Trigger”) made at (together with any time on or after December 15request as described in the foregoing, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at each a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase AgreementRequest”), each as entered into contemporaneously with the filing number of the Prior Certificateshares of Series A Preferred Stock, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated or Series C Preferred Stock, as of November 14applicable, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any held by such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon follows: (a) First, the number of shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be awareapplicable, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed redeemed for cash out of funds lawfully available therefor at a price equal to have commenced the applicable Original Issue Price per share, plus any Preferred Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Redemption Price”) on the tenth day after Preferred A/B Maturity Date or Preferred C Maturity Date, as applicable (the occurrence of such breach, irrespective of notice of such breach from any holder“Redemption Date”); or (b) Second, if the Corporation shall cannot have notified redeem the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, out of funds lawfully available therefor, the Corporation shall, upon determination by the Board of Directors, including the Preferred Directors, that it may legally do so, redeem the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, by issuing the holders of such breach Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, one or more secured promissory note(s) in the amount of the Redemption Price (the “Secured Note”), secured by such datea security interest in the assets of the Corporation and a deed of trust/mortgage on the real property at the Xxxxx Project (the “Security Documents”). The Secured Note and Security Documents shall be in forms substantive identical to that certain Secured Promissory Note, dated as of February 29, 2016 and that certain Security Agreement, dated as of February 29, 2016 by and between the Corporation and Pangaea Two Acquisition Holdings XIA, LLC, a Delaware limited liability company . 6.1.2 Notwithstanding the foregoing, any holder of Series A Preferred Stock or Series B Preferred Stock, as applicable, shall have the ability to retract a Redemption Request at any time prior to the Business Day prior to the Maturity Date. In addition, within thirty (b30) On and after days of the Redemption Dilution Protection Sunset Date, all rights upon written notice from any holder of any Requesting Holder Series A Preferred Stock or Series B Preferred Stock, as applicable, with respect to those all or any portion of shares of Existing Senior Series A Preferred Stock being or Series B Preferred Stock held by such holder (such request also referred to as a “Redemption Request”), the shares of such Series A Preferred Stock or Series B Preferred Stock set forth in such notice shall be redeemed by the Corporation pursuant for cash out of funds lawfully available therefor at a price equal to Section A.5(a), except the right to receive greater of (a) the applicable Redemption Price per share, shall cease and terminate, and such shares or (b) the fair market value of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock capital stock to be redeemed. Such payment , as determined in good faith by the Board, including at least one Preferred Director and one non- Preferred Director, no less than thirty (30) days following the receipt by the Corporation of a request for such redemption (such date shall be also referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock ”); provided that if the Redemption Price were paid in full for all Board cannot agree on such sharesfair market value, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and then the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing submit such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificatethird-party valuation firms for determination in accordance with procedures set forth in Section 2.6.3, which new certificate determination shall entitle the holder thereof be deemed to all the rights, powers be final and privileges of a holder of such sharesbinding.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to Except as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (iSection 6(l) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amendedhereof, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among Units may not be redeemed at the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing option of the Prior CertificatePartnership, and will not be required to be redeemed or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured repurchased by the 60th day after receipt Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) hereof. The Partnership or the Previous General Partner may purchase Preferred Units from time to time in the open market, by the Corporation of notice of such breach from a holdertender or exchange offer, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware in privately negotiated purchases or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateotherwise. (b) On and or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (any Preferred Units tendered for Redemption being hereafter “Tendered Units”) in exchange (a “Redemption”) for Common Shares or Preferred Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed as determined by the Corporation Partnership in its sole discretion. Any Redemption shall be exercised pursuant to Section A.5(a), except a Notice of Redemption delivered to the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received General Partner by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of Qualifying Party when exercising the Redemption Payment, right (the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made“Tendering Party”). (c) If the Requesting Holders elect Partnership elects to redeem Tendered Units for Common Shares or Preferred Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such Common Shares or Preferred Shares to the Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise redemption rights hereunderof its Redemption right, and (ii) such Requesting Holders transaction shall send notice be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for Common Shares or Preferred Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for Common Shares or Preferred Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the Previous General Partner in exchange for (i) a number of Common Shares equal to the Common Shares Amount for such number of Tendered Units, (ii) if (x) the Notice of Redemption for such Tendered Units is received by the General Partner after the second (2nd) anniversary of the Tendering Party becoming a holder of such Preferred Units and (y) the Preferred Shares are then listed on the New York Stock Exchange or another national securities exchange, a number of Preferred Shares equal to such number of Tendered Units, or (iii) any combination of (i) and (ii). The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The Common Shares or Preferred Shares shall be delivered by the Previous General Partner as duly authorized, validly issued, fully paid and non-assessable shares, free of any pledge, lien, encumbrance or restriction other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Previous General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such Common Shares or Preferred Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such Common Shares or Preferred Shares for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Notice”Date. Common Shares or Preferred Shares issued upon an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have no obligation to effect any redemption unless and until a Tendering Party has given the Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by first-class, certified hand delivery or by first class mail, return receipt requested, postage prepaid, to AIMCO Properties, L.P., c/o AIMCO-GP, Inc., 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attention: Investor Relations, or to such other address as the Corporation at Partnership shall specify in writing by delivery to the holders of the Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption Date for any Redemption, any holder may revoke its principal place Notice of Redemption. (e) A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date for such distribution precedes or coincides with such delivery of the Notice of Redemption. If the Partnership elects to redeem any number of Tendered Units for cash, the Cash Amount for such number of Tendered Units shall be delivered as a certified check payable to the Tendering Party or, in the General Partner’s sole and absolute discretion, in immediately available funds. (f) In the event that the Partnership declines to cause the Previous General Partner to acquire all of the Tendered Units from the Tendering Party in exchange for Common Shares or Preferred Shares pursuant to this Section 6 following receipt of a Notice of Redemption (a “Declination”): (1) The Previous General Partner or the General Partner shall give notice of such Declination to the Tendering Party on or before the close of business or on the Cut-Off Date. (2) The Partnership may elect to any transfer agent raise funds for the payment of the Corporation. Within five Cash Amount either (5a) Business Days after by requiring that the Previous General Partner contribute such funds from the proceeds of a registered public offering (a “Public Offering Funding”) by the Previous General Partner of a number of Common Shares or Preferred Shares (“Registrable Shares”) equal to the Common Shares or Preferred Shares Amount with respect to the Tendered Units or (b) from any other sources (including, but not limited to, the sale of any Property and the incurrence of additional Debt) available to the Partnership. (3) Promptly upon the General Partner’s receipt of the Notice of Redemption Noticeand the Previous General Partner or the General Partner giving notice of the Partnership’s Declination, the Corporation General Partner shall notify in writing all other Existing Senior Preferred Stockholders of the request by give notice (a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Single Funding Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the to all Qualifying Parties then holding Preferred Units and having Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price rights pursuant to the terms this Section 6 and require that all such Qualifying Parties elect whether or not to effect a Redemption of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior their Preferred Stock Units to be redeemedfunded through such Public Offering Funding. Such payment date In the event that any such Qualifying Party elects to effect such a Redemption, it shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, give notice thereof and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, Units to be made subject thereon in writing to the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.General Partner within ten

Redemption. (a) At In the request event of any material breach of any of the Existing Senior Majority (representations, warranties or covenants made by the “Requesting Holders”) made Covenantors under any Series A Basic Document, Series B Basic Document, Series C Basic Document, Series D Basic Document or ZJ Basic Document and subject to the Statute, at the option of any time on or after December 15, 2011holder of Preferred Shares, the Corporation Company shall redeem on all or any of the Redemption Date, unless otherwise prevented Preferred Shares held by lawsuch holder out of funds legally available therefor, at a redemption price (the “Redemption Price”) equal to one times the Series A Issue Price for each Series A Preferred Share or one times the Series B Issue Price for each Series B Preferred Share or one times the Series C Issue Price for each Series C Preferred Share or one times the Series D Issue Price for each Series D Preferred Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events, plus all declared but unpaid dividends (if any). “Series A Basic Documents” has the meaning defined under the series A preferred shares subscription agreement among the Company, the Series A Investors and certain other parties thereto dated September 5, 2013 (the “Series A Subscription Agreement”), “Series B Basic Documents” has the meaning defined under the series B preferred shares subscription agreement among the Company, the Series B Investors and certain other parties thereto dated December 23, 2013 (the “Series B Subscription Agreement”), “Series C Basic Documents” has the meaning defined under the series C preferred shares subscription agreement among the Company, the Series C Investors and certain other parties thereto dated December 29, 2014 (the “Series C Subscription Agreement”), “Series D Basic Documents” has the meaning defined under the Series D Subscription Agreement, “ZJ Basic Documents” has the meaning defined under the series D preferred share subscription agreements among the Company, the Series D Investors (other than Xxx Xxx) and crtain other parties thereto dated November 16, 2015 (“ZJ Subscription Agreement”). Subject to the Statute, in the event of any redemption, the holders of the Series D Preferred Shares shall be entitled to receive, prior to any payment to the holders of Series C Preferred Shares, Series B Preferred Shares and Series A Preferred Shares, an amount per share Series D Preferred Share equal to the Series D Issue Price (the “Series D Redemption Amount”). After the full Series D Redemption Amount on all issued and outstanding Series D Preferred Shares has been paid to those holders who have elected for redemption, the holders of the Series C Preferred Shares shall be entitled to receive, prior to any payment to the holders of Series B Preferred Shares and Series A Preferred Shares, an amount per Series C Preferred Share equal to the Series C Original Purchase Issue Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase AgreementSeries C Redemption Amount”). After the full Series D Redemption Amount on all issued and outstanding Series D Preferred Shares and the full Series C Redemption Amount on all issued and outstanding Series C Preferred Shares has been paid to those holders who have elected for redemption, each as entered into contemporaneously with the filing holders of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as Shares shall be entitled to receive, prior to any payment to the holders of November 14Series A Preferred Shares, 2003 among an amount per Series B Preferred Share equal to the Corporation and the signatories thereto Series B Issue Price (as amended, the “Series B Stock Purchase AgreementRedemption Amount”). After the full Series D Redemption Amount on all issued and outstanding Series D Preferred Shares, then upon any such breach the Senior Majority may electfull Series C Redemption Amount on all issued and outstanding Series C Preferred Shares and the full Series B Redemption Amount on all issued and outstanding Series B Preferred Shares has been paid to those holders who have elected for redemption, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Series A Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right Shares shall be entitled to receive the applicable Redemption Price an amount per share, shall cease and terminate, and such shares of Existing Senior Series A Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything Share equal to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madeSeries A Issue Price. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At The Corporation may, subject to the request requirements of the Existing Senior Majority (Act, upon the “Requesting Holders”) made giving of such notice, if any, and following of such procedures as the Board may determine from time to time redeem at any time the whole or from time to time any part of the then outstanding Class B Preferred Shares, either on a pro rata basis or after December 15otherwise, 2011, on payment of an amount for each share to be redeemed equal to (i) the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share fair market value of that number of shares of Acquiror Class A Common Stock equal to the Series C Original Purchase Price for each share Share Exchange Ratio plus all declared and unpaid cash dividends thereon and (ii) the quotient obtained by dividing the Residual Cash Amount by the total number of Series C Stock and Series Class B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock Shares on the Redemption Date is date of redemption, the whole constituting and being hereinafter referred to as the “Redemption Price,” and Amount”. On or after the payment date specified for redemption, the Corporation shall pay or cause to be made on paid to or to the order of the registered holders of the Class B Preferred Shares to be redeemed the Redemption Date is hereinafter referred Amount thereof on presentation and surrender at the registered office of the Corporation or any other place designated by the Corporation in the notice of redemption of the certificates representing the Class B Preferred Shares called for redemption. In the alternative, the Corporation at its sole option may satisfy the portion of the Redemption Amount equal to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5fair market value of that number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio by delivering or arranging for Acquiror or Acquiror Sub 2 to deliver to registered holders of Class B Preferred Shares for each Class B Preferred Share to be redeemed, that number of shares of Acquiror Class A Common Stock. In addition, in the event that all of the issued and outstanding Class B Preferred Shares are held by one holder, the Corporation at any time breaches any its sole option may satisfy the payment of the provisions aggregate Redemption Amount for all of the issued and outstanding Class B Preferred Shares by issuing to the holder a promissory note in the this Certificate or principal amount equal to such aggregate Redemption Amount, such promissory note being convertible at the option of the holder for that number of Common Shares equal to the number of issued and outstanding Class B Preferred Shares prior to their redemption. Such Class B Preferred Shares shall thereupon be redeemed. If less than all the Class B Preferred Shares represented by any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amendedcertificate are redeemed, the “Stockholders’ Agreement”) or holder shall be entitled to receive a new certificate for that certain Series C Convertible Redeemable number of Class B Preferred Stock Purchase Agreement among Shares represented by the Corporation original certificate which are not redeemed. From and after the signatories thereto (date specified for redemption, the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing holders of the Prior Certificate, or (ii) that certain Series Class B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation Shares called for redemption shall cease to be entitled to dividends and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon shall not be entitled to exercise any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With shareholders in respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the thereof unless payment of the Redemption PaymentAmount shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock holders shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been maderemain unaffected. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At Each outstanding share of Series 1 Preferred Stock shall be redeemable, in whole or in part, at the request option of the Existing Senior Majority (the “Requesting Holders”) made Corporation, exercisable as hereinafter provided in this Section 6, at any time on or and from time to time after December 15the first (1st) anniversary of the Original Issue Date and prior to the Mandatory Conversion Date, 2011, provided that any redemption hereunder by the Corporation shall redeem on as to each holder of Series 1 Preferred Stock shall, to the Redemption Date, unless otherwise prevented fullest extent permitted by applicable law, be for a number of shares equal to no less than twenty-five percent (25%) of the number of shares of Series 1 Preferred Stock originally issued to such holder. Each share of Series 1 Preferred Stock subject to redemption pursuant to this Section 6 shall be redeemed by the Corporation in cash at a redemption price per share equal to the Series C Original Purchase Price Conversion Rate then in effect multiplied by $13.50, (as adjusted for each share any for any (A) dividend in respect of any class or series of stock of the Corporation in shares of Series C Stock and Series B Original Purchase Price for each share 1 Preferred Stock, (B) subdivision, whether by reclassification or recapitalization, of the outstanding shares of Series B 1 Preferred Stock into a greater number of shares of Series 1 Preferred Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon(C) combination, all whether by reclassification or recapitalization, of the Existing Senior outstanding shares of Series 1 Preferred Stock outstanding at the time that such request is made. The total sum payable per share into a lesser number of Existing Senior shares of Series 1 Preferred Stock on the Redemption Date is hereinafter referred to as Stock) (the “Redemption Price,” and ”). The Corporation may exercise its option to redeem all or any portion of the payment outstanding shares of Series 1 Preferred Stock pursuant to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.56 by delivering a written notice thereof to all, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representationsbut not less than all, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the outstanding shares of Existing Senior Series 1 Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeemingsuch notice, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”, and the date on which all such holders receive such notice, the “Redemption Notice Date”). Each Redemption Notice shall be irrevocable and shall (a) state the date on which the redemption shall occur (the “Redemption Date”), which date shall not be less than thirty (30) days following the Redemption Notice Date, (b) state the aggregate number of outstanding shares of Series 1 Preferred Stock to be redeemed on the Redemption Date and (c) state the aggregate number of outstanding shares of Series 1 Preferred Stock to be redeemed from each holder of Series 1 Preferred Stock (which shall be effected pro rata based on the number of outstanding shares of Series 1 Preferred Stock held by first-class, certified mail, return receipt requested, postage prepaid, such holder bears to the Corporation at its principal place number of business or to any transfer agent outstanding shares of Series 1 Preferred Stock held by all holders of Series 1 Preferred Stock). Notwithstanding the Corporation. Within five (5) Business Days after receipt of the any Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption avoidance of Existing Senior doubt, a holder of Series 1 Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder may convert such holder’s shares of Existing Senior Series 1 Preferred Stock the applicable Redemption Price into shares of Common Stock pursuant to the terms of Section A.5(a), provided that 7(a) at any time prior to the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At Except as provided for in this Section 6(a) or in Section 6(b) below, the request Series A Preferred Units shall not be redeemable by the Partnership prior to the first anniversary of the Existing Senior Majority Original Issuance Date. Following the first anniversary of the Original Issuance Date, the Partnership shall redeem, at the option of a holder of the Series A Preferred Units, a number of Series A Preferred Units as follows: (i) between the first and second anniversary of the Original Issuance Date, up to 25% of the number of Series A Preferred Units issued to the holder thereof on the Original Issuance Date; (ii) between the second and third anniversary of the Original Issuance Date, up to 50% of the number of Series A Preferred Units issued to the holder thereof on the Original Issuance Date (less the number of Series A Preferred Units previously redeemed); (iii) between the third and fourth anniversary of the Original Issuance Date, up to 75% of the number of Series A Preferred Units issued to the holder thereof on the Original Issuance Date (less the number of Series A Preferred Units previously redeemed); and (iv) following the fourth anniversary of the Original Issuance Date, up to 100% of the number of Series A Preferred Units issued to the holder thereof on the Original Issuance Date (less the number of Series A Preferred Units previously redeemed) (the “Requesting HoldersRedemption Right”) made ). The Series A Preferred Units redeemed in accordance with this Section 6 shall be redeemed for cash at any time on or after December 15, 2011, the Corporation shall redeem on a per unit redemption amount equal to such Series A Preferred Unit’s Redemption Price as of the Redemption Date; provided, unless otherwise prevented by lawhowever, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders Right provided under this Section A.5(a6 shall be suspended at such time that the General Partner (or any Successor Entity) applies to list REIT Shares (or the common stock of any Successor Entity) on a National Securities Exchange, and cause shall be terminated at such time as the immediate redemption National Securities Exchange approves such REIT Shares (or the common stock of all any Successor Entity) for listing; provided further, that any payment pursuant to the Redemption Right shall be prohibited if the board of directors of the shares of Existing Senior Preferred Stock held by them General Partner (less or any shares Successor Entity) determines, in its reasonable discretion, that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation redemption payment shall have the right to cure such breach shall be deemed to have commenced a material adverse effect on the tenth day after General Partner, including without limitation, effects on the occurrence General Partner’s cash available for operations or any restrictions set forth under any credit facility or loan agreements of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified General Partner or the holders of such breach by such datePartnership. (b) On and after Upon the occurrence of a Listing or a Change of Control (as defined below), the Partnership may at its option redeem for cash the outstanding Series A Preferred Units, in whole or from time to time, in part, at the Redemption Price on the Redemption Date, all rights of any Requesting Holder . Any notice sent by the Partnership with respect to those shares a redemption upon a Listing or a Change of Existing Senior Control shall include (i) instructions as to the tender of the Series A Preferred Stock being redeemed by Units, (ii) the Corporation pursuant to Section A.5(a), except Redemption Date; (iii) the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether place or not the places where any certificates representing such shares have been received by the Corporation; providedSeries A Preferred Units, howeverif any, that, notwithstanding anything are to the contrary set forth herein, (A) if the Corporation defaults in the be surrendered for payment of the Redemption Payment, Price; (iv) the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt amount of the Redemption NoticePrice; and (v) in the case of a Change of Control, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders a description of the request by transaction or transactions that constitute the Change of Control. For purposes of this Section 6(b), “Change of Control” shall mean (x) a Requesting Holder for merger or consolidation of the redemption of Existing Senior Preferred Stock General Partner with or into any other business entity (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon except one in which the Corporation received holders of capital stock or other equity interests of the Redemption Notice, General Partner immediately prior to such merger or consolidation continue to hold at least a majority of the Corporation shall pay each holder outstanding voting securities of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(asurviving entity), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by lawy) the shares acquisition by any person or any group of Existing Senior Preferred Stock on persons (other than the Redemption Date and the Corporation shall promptly advise each holder General Partner or any of Existing Senior Preferred Stock its direct or indirect subsidiaries) acting together in any transaction or related series of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificatetransactions, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion General Partner’s capital stock or other equity interests as causes such person, or group of persons, to own beneficially, directly or indirectly, as of the Existing Senior Preferred Stock certificatetime immediately after such transaction or series of transactions, which new certificate shall entitle 50% or more of the holder thereof to all combined voting securities of the rights, powers and privileges of a holder of such sharesGeneral Partner.

Redemption. (ai) At On the request of First Call Date or any subsequent Reset Date the Existing Senior Majority (Corporation, at its option, upon not fewer than 30 nor more than 60 days’ written notice, may redeem the “Requesting Holders”) made Series A Preferred Stock, in whole or in part, at any time on or after December 15from time to time, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, for cash at a redemption price of $25,000 per share equal share, plus all accrued and unpaid dividends (whether or not declared) thereon up to, but excluding the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Call Date Redemption Right”) and (ii) at any time within 120 days after the conclusion of any review or appeal process instituted by the Corporation following the occurrence of a Series C Original Purchase Price for each share of A Preferred Ratings Event, upon not fewer than 30 nor more than 60 days’ written notice, may redeem the Series C Stock and Series B Original Purchase Price for each share of Series B A Preferred Stock, in whole but not in part, at any time or from time to time, for cash at a redemption price of $25,500 per share, plus in each case an amount equal to any declared or all accrued but and unpaid dividends thereon(whether or not declared) thereon up to, but excluding the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Ratings Event Redemption Right”, and together with the Call Date Redemption Right, the “Redemption Right”). If fewer than all of the Existing Senior outstanding shares of Series A Preferred Stock outstanding at are to be redeemed, the time that such request is made. The total sum payable per share shares of Existing Senior Series A Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred redeemed shall be redeemed pro rata or by lot. Holders of Series A Preferred Stock to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in be redeemed (i) that certain Stockholders’ Agreement among pursuant to the Corporation and the parties set forth therein (as amendedCall Date Redemption Right, the “Stockholders’ Agreement”) or that certain shall surrender such Series C Convertible Redeemable A Preferred Stock Purchase Agreement among at the Corporation place designated in such notice and shall be entitled to the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing redemption price of the Prior Certificate, or $25,000 per share and any accrued and unpaid dividends payable upon such redemption following such surrender and (ii) that certain pursuant to the Ratings Event Redemption Right, shall surrender such Series B Convertible Redeemable A Preferred Stock Purchase Agreement dated as at the place designated in such notice and shall be entitled to the redemption price of November 14$25,500 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series A Preferred Stock has been given, 2003 among (ii) the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any funds necessary for such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt redemption have been set aside by the Corporation of notice of such breach from a holder, to accelerate in trust for the maturity of the rights of all benefit of the holders under this Section A.5(a) and cause the immediate redemption of all of the any shares of Existing Senior Series A Preferred Stock held by them so called for redemption, and (less any iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be awareSeries A Preferred Stock, such 60 day period within which the Corporation shares of Series A Preferred Stock shall have the right to cure such breach shall no longer be deemed to have commenced on the tenth day after the occurrence outstanding, and all rights of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a)shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. Subject to applicable Redemption Price per shareescheat laws, any such cash unclaimed at the end of two years from the redemption date shall cease and terminaterevert to the general funds of the Corporation, and after which reversion, the holders of such shares so called for redemption shall look only to the general funds of Existing Senior the Corporation for the payment of such cash. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board. (b) No shares of Series A Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received redeemed by the CorporationCorporation pursuant to the Redemption Right if following such redemption less than $100,000,000 of liquidation preference of Series A Preferred Stock would remain outstanding; provided, however, thatthe foregoing shall not prevent any purchase or other acquisition of Series A Preferred Stock pursuant to any offer to purchase, notwithstanding anything tender offer or exchange offer made to each holder of Series A Preferred Stock. (c) Unless full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series A Preferred Stock shall be redeemed pursuant to the contrary set forth hereinRedemption Right unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire, directly or indirectly, any shares of Series A Preferred Stock (Aexcept by conversion into or in exchange for shares of capital stock of the Corporation ranking, as to dividends and upon liquidation, junior to the Series A Preferred Stock); provided, however, that the foregoing shall not prevent the purchase or acquisition of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock. (d) Notice of redemption pursuant to the Redemption Right shall be mailed by the Corporation, postage prepaid, not fewer than 30 or more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. The notice of redemption may be contingent upon the occurrence of a future event. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Stock, except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed shall cease to accrue on such redemption date; and (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. Notwithstanding anything herein to the contrary, if the Corporation defaults Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility. (e) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series A Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date or the Corporation’s default in the payment of the Redemption Paymentdividend due, and each holder of Series A Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end of the Dividend Period to which such Dividend Payment Date relates up to, but excluding, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, redemption date. Except as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Noticeprovided herein, the Corporation shall notify make no payment or allowance for unpaid dividends, whether or not in writing all other Existing Senior arrears, on Series A Preferred Stockholders Stock for which a notice of redemption has been given. (f) All shares of the request by a Requesting Holder for the redemption of Existing Senior Series A Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price redeemed or repurchased pursuant to the terms of this Section A.5(a)6, provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed otherwise acquired in any other manner by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according retired and shall be restored to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect status of their authorized but unissued shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such sharesStock, without designation as to series or class and any may thereafter be reissued as shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect any series of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharespreferred stock.

Redemption. (a) At In the request event of a Deemed Liquidation Event, if the Company does not distribute the net proceeds therefrom, together with any other assets of the Existing Senior Majority Company available for distribution to the Preferred Members (the “Requesting HoldersAvailable Proceeds”), within ninety (90) days of such event, then within thirty (30) days after the receipt by the Company of a written request from the Majority Preferred Members that all of the then outstanding Preferred Units be redeemed, the Company shall, to the extent it may lawfully do so, redeem in one installment (such payment date being referred to herein as a “Redemption Date”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented then outstanding Preferred Units by law, at a redemption price paying in cash therefor an amount per share Preferred Unit equal to the Series C applicable Original Purchase Issue Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior applicable Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as Return (the “Redemption Price,” and ”). If the payment Available Proceeds are not sufficient to be made on redeem all outstanding Preferred Units, or if the Redemption Date is hereinafter referred Company does not have sufficient lawfully available funds to as effect such redemption, the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in Company (i) that certain Stockholders’ Agreement among first, shall redeem a pro rata portion of each Preferred Member’s Series B Preferred Units to the Corporation fullest extent of such Available Proceeds or lawfully available funds, as applicable, based on the respective amounts which would otherwise be payable in respect of such Series B Preferred Units to be redeemed if the Available Proceeds or legally available funds were sufficient to redeem all such Series B Preferred Units, and shall redeem the parties set forth therein (remaining Series B Preferred Units to have been redeemed as amended, soon as practicable after the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation Company has funds legally available therefor and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain second, shall redeem a pro rata portion of each Preferred Member’s Series B Convertible Redeemable A Preferred Stock Purchase Agreement dated as of November 14, 2003 among Units to the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice fullest extent of such breach from a holderAvailable Proceeds or lawfully available funds, as applicable, based on the respective amounts which would otherwise be payable in respect of such Series A Preferred Units to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by if the Corporation Available Proceeds or legally available funds were sufficient to redeem all such Series A Preferred Units, and shall redeem the remaining Series A Preferred Units to have been redeemed as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day practicable after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateCompany has funds legally available therefor. (b) On the Redemption Date the applicable Redemption Price of the Preferred Units shall be payable to the order of the Preferred Member owning the Preferred Units being redeemed. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of any Requesting Holder with respect to those shares the holders of Existing Senior Preferred Stock being redeemed by Units designated for redemption on the Corporation pursuant to Section A.5(a), Redemption Date as holders of Preferred Units (except the right to receive the applicable Redemption Price per share, without interest) shall cease and terminatewith respect to such Preferred Units, and such shares Preferred Units shall not thereafter be transferred on the books of Existing Senior Preferred Stock shall no longer the Company or be deemed to be outstanding, whether or outstanding for any purpose whatsoever. Preferred Units not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything redeemed shall remain outstanding and entitled to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded all the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madepreferences provided herein. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice to the Holders, [if applicable, insert — (a1) At on in any year commencing with the request year and ending with the year through operation of the Existing Senior Majority sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (the “Requesting Holders”) made 2)] at any time [if applicable, insert — on or after December 15, 2011], as a whole or in part, at the Corporation shall redeem election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert — on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, unless otherwise prevented by lawbut interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice to the Holders, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a redemption price per share Redemption Price equal to % of the Series C Original Purchase Price principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The sinking fund for each share of Series C Stock and Series B Original Purchase Price this series provides for each share of Series B Stock, plus the redemption on in each case an year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount equal to any declared of Securities of this series. Securities of this series acquired or accrued but unpaid dividends thereonredeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment insert — mandatory] sinking fund payments otherwise required to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5[if applicable, insert — in the event that the Corporation inverse order in which they become due].] [If applicable, insert — The Securities are subject to redemption, as a whole at any time breaches any or in part from time to time, at the sole election of the provisions in Company, upon not less than 35 or more than 75 days notice to the Trustee at a Redemption Price equal to $ .] [If applicable, insert — The Holder of this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation Security shall have the right to cure such breach shall be deemed require the Company to have commenced pay this Security in full on , by giving the tenth day after Company or the occurrence Registrar written notice of the exercise of such breach, irrespective of notice of such breach from any holder, if the Corporation shall right not have notified the holders of such breach by less than 30 or more than 60 days prior to such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) ] [If the Requesting Holders elect Security is subject to exercise redemption rights hereunderredemption, such Requesting Holders shall send notice insert — In the event of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders this Security in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporationpart only, a new certificate covering the number Security or Securities of shares this series and of the Existing Senior Preferred Stock representing like tenor for the unredeemed portion hereof will be issued in the name of the Existing Senior Preferred Stock certificateHolder hereof upon the cancellation hereof.] [If applicable, which new certificate shall entitle the holder thereof insert — This Security is not subject to all the rights, powers and privileges of a holder of such sharesredemption prior to maturity.]

Redemption. Subject to the provisions of this Section 5, the Company may redeem, at the applicable Redemption Price (adefined below) At and ratably among the request holders of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal then outstanding Preferred Stock to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereonbe redeemed, all or any portion of the Existing Senior Consenting Preferred Stock (as defined below) outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred (defined below). As more fully set forth below in Section 5(a), in order to as redeem any shares of Preferred Stock, the “Redemption Price,” Company shall give notice pursuant to this Section 5 to all holders of the then outstanding Preferred Stock of all series at the address of each such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice. Any such notice, however, shall be effective (and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation Company shall have the right to cure redeem any shares of Preferred Stock) only as follows: (i) with respect to shares of Series A Preferred Stock, the Company shall have the right to redeem such breach shall be deemed to have commenced on shares of Series A Preferred Stock (ratably and with equal priority among each holder thereof), only with the tenth day after the occurrence written consent of holders of not less than a majority of such breachshares of Series A Preferred Stock, irrespective voting separately as a single class, (ii) with respect to shares of notice Series B Preferred Stock, the Company shall have the right to redeem such shares of Series B Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than 57% of such breach shares of Series B Preferred Stock, voting separately as a single class, (iii) with respect to shares of Series C Preferred Stock, the Company shall have the right to redeem such shares of Series C Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series C Preferred Stock, voting separately as a single class, (iv) with respect to shares of Series D Preferred Stock, the Company shall have the right to redeem such shares of Series D Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series D Preferred Stock, and (v) with respect to shares of Series E Preferred Stock, the Company shall have the right to redeem such shares of Series E Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series E Preferred Stock, voting separately as a single class. In the event that the appropriate consents for redemption have been obtained from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On each of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and after the Redemption DateSeries E Preferred Stock, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein hereinafter as the “Redemption Date.” If, on the Redemption Date, less than all the shares "Consenting Preferred". The right of Existing Senior redemption contained in this Section 5 shall not be exercised with respect to any series of Preferred Stock prior to the fifth anniversary of the Original Issue Date of the Series E Preferred Stock, but may be legally redeemed by the Corporation, the exercised at any time and from time to time thereafter. No such notice of redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock effective if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) that the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificateCompany, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder date of such sharesredemption, shall be prohibited by applicable law from effecting such redemption.

Redemption. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (a1) At on _________ in any year commencing with the request year _____ and ending with the year _____ through operation of the Existing Senior Majority sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (the “Requesting Holders”) made 2)] at any time [if applicable, insert -- on or after December 15________, 2011_____], as a whole or in part, at the Corporation shall redeem election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, unless otherwise prevented but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by lawmail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a redemption price per share Redemption Price equal to ___% of the Series C Original Purchase Price principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for each share of Series C Stock and Series B Original Purchase Price this series provides for each share of Series B Stock, plus the redemption on ________ in each case an year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount equal to any declared of Securities of this series. Securities of this series acquired or accrued but unpaid dividends thereonredeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment insert -- mandatory] sinking fund payments otherwise required to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5[if applicable, insert -- in the event that the Corporation inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time breaches any or in part from time to time, at the sole election of the provisions in Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation Security shall have the right to cure such breach shall be deemed require the Company to have commenced pay this Security in full on ____________, __ by giving the tenth day after Company or the occurrence Registrar written notice of the exercise of such breach, irrespective of notice of such breach from any holder, if the Corporation shall right not have notified the holders of such breach by less than 30 or more than 60 days prior to such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) ] [If the Requesting Holders elect Security is subject to exercise redemption rights hereunderredemption, such Requesting Holders shall send notice insert -- In the event of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders this Security in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporationpart only, a new certificate covering the number Security or Securities of shares this series and of the Existing Senior Preferred Stock representing like tenor for the unredeemed portion hereof will be issued in the name of the Existing Senior Preferred Stock certificateHolder hereof upon the cancellation hereof.] [If applicable, which new certificate shall entitle the holder thereof insert -- This Security is not subject to all the rights, powers and privileges of a holder of such sharesredemption prior to maturity.]

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Preferred Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in ------------------------ (i) In the event that the Corporation at any time breaches any shall exercise its put option to sell shares of the provisions in the this Certificate or any capital stock of its representations, warranties, covenants and/or agreements set forth in Sequenom Instruments GmbH to Technologie-Beteiligungs-Gesellschaft mbH der Deutschen Ausgleichsbank (i"TBG") pursuant to that certain Stockholders’ Agreement among Kooperationsvertrag between the Corporation and TBG relating to the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt investment by the Corporation of DM 3 million in Sequenom Instruments GmbH, the Corporation shall, within 30 days after receipt of the proceeds of the sale of such shares to the TBG, send notice of such breach exercise (the "Series B Put Exercise Notice") to each holder of record of Series B Preferred Stock, specifying (A) the amount of proceeds so received from a holderthe TBG net of any expenses incurred in connection therewith (the "Series B Put Net Proceeds"), to accelerate (B) the maturity of date (the rights of all of the holders under this Section A.5(a"Series B Redemption Date") and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of on which the Corporation is aware or reasonably should be awarewill redeem shares of Series B Preferred Stock from electing holders of the Series B Preferred Stock in accordance with this Section 6, such 60 day period within which the Corporation shall have the right to cure such breach Series B Redemption Date shall be deemed to have commenced on the tenth day not less than 45 days nor more than 90 days after the occurrence date of such breach, irrespective of notice of (the "Series B Notice Date") and (C) each such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date's Series B Pro Rata Redemption Amount (as hereinafter defined). (bii) On and after Each holder of Series B Preferred Stock may elect to have the Corporation redeem from it on the Series B Redemption Date, all rights to the extent the Corporation has funds legally available for such purpose, up to a number of any Requesting Holder with respect to those shares of Existing Senior Series B Preferred Stock being redeemed equal to such holder's Series B Pro Rata Redemption Amount (as hereinafter defined) at a redemption price of $1.50 per share. Such election may be made only by delivering to the Corporation pursuant to Section A.5(a), except within thirty (30) days after the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, Series B Notice Date (A) if a written election signed by such holder specifying the Corporation defaults in the payment number of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Series B Preferred Stock so to be redeemed (which number shall continue until the Corporation cures be not more than such defaultholder's Series B Pro Rate Redemption Amount), and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to certificates for the shares of Existing Senior Series B Preferred Stock so to be redeemed, together with stock powers therefor duly executed by such holder in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madeblank. (ciii) For purposes of this Subsection 6(a), each holder of Series B Preferred Stock's "Series B Pro Rata Redemption Amount" shall be the greatest whole number represented by a fraction, the numerator or which is the product of the number of shares of Series B Preferred Stock held by such holder times the Series B Put Net Proceeds, and the denominator or which is the product of the total number of shares of Series B Preferred Stock issued and outstanding times $1.50. (iv) On the Series B Redemption Date the Corporation shall redeem from the electing holders of Series B Preferred Stock the shares of Series B Preferred Stock as to which election notices have been properly sent, to the extent the Corporation has funds legally available for such purpose. (v) If the Requesting Holders elect funds of the Corporation legally available for redemption of shares of Series B Preferred Stock on the Series B Redemption Date are insufficient to exercise redemption rights hereunderredeem the total number of shares of Series B Preferred Stock submitted for redemption, such Requesting Holders shall send notice those funds which are legally available will be used to redeem the maximum possible number of whole shares ratably among the holders of such election (shares in accordance with the “manner of determining the Series B Pro Rata Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the CorporationAmount set forth above. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the The shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Series B Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date remain outstanding and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof entitled to all the rights, powers rights and privileges of a holder of such sharespreferences provided herein.

Redemption. The Secured PIK Debt will be redeemable by PSC in the following circumstances: (i) If (a) At the request of the Existing Senior Majority (the “Requesting Holders”) an offer is made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share common shareholders of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal PSC to any declared or accrued but unpaid dividends thereon, acquire all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share common shares of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5PSC, or, in the event that the Corporation at any time breaches any case of an offer by an existing beneficial owner or owners of PSC common shares, to acquire all of the provisions common shares of PSC not already owned by such owner(s) together with persons acting in concert (the shares already owned being the "Offeror's Existing Holdings"), (b) under the offer the Offeror acquires (1) common shares which together with the Offeror's Existing Holdings amount to 67% or more of the common shares of PSC, or (2) a majority of the common shares of PSC other than the Offeror's Existing Holdings, whichever is greater, and (c) the person or persons making the offer (the "Offeror") notifies PSC that it requires PSC to exercise such redemption right, then, subject to the following sentence, PSC will have the right to redeem the Secured PIK Debt for a price (the "Redemption Price") equal to 115% of the face amount of such Xxxxxxx XXX Xxxx xxxs all accrued interest on the Secured PIK Debt. If the Offeror has notified PSC that it requires PSC to exercise the redemption right and the amount the holders of the Secured PIK Debt would have received by converting the convertible Secured PIK Debt to common shares of PSC and tendering them to the Offeror under its offer (the "Tender Price") would be greater than the Redemption Price of such Debt, any Secured PIK Debt which has not been converted by the close of business on the day prior to the redemption date set out in the this Certificate or any redemption notice issued by PSC will be deemed to have been converted and tendered to the Offeror's offer, and the holders of its representations, warranties, covenants and/or agreements set forth the convertible Secured PIK Debt will be entitled to receive the Tender Price. (ii) The Secured PIK Debt may not be redeemed prior to the end of the first full year after Plan Implementation except as provided in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law)above. With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults Commencing in the second year after Plan Implementation, PSC may redeem the Secured PIK Debt upon payment of the Redemption Payment, the rights following percentage of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent face amount of the Corporation. Within five (5) Business Days after receipt of Secured PIK Debt during the Redemption Noticeperiods following Plan Implementation indicated below, the Corporation shall notify in writing plus all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, accrued interest on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.Secured PIK Debt: Year 1 Not redeemable Year 2 125% Year 3 125% Year 4 116 2/3% Year 5 108 1/3% Maturity 100%

Redemption. Subject to the provisions of this Section 5, the Company may redeem, at the applicable Redemption Price (adefined below) At and ratably among the request holders of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal then outstanding Preferred Stock to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereonbe redeemed, all or any portion of the Existing Senior Consenting Preferred Stock (as defined below) outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred (defined below). As more fully set forth below in Section 5(a), in order to as redeem any shares of Preferred Stock, the “Redemption Price,” Company shall give notice pursuant to this Section 5 to all holders of the then outstanding Preferred Stock of all series at the address of each such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice. Any such notice, however, shall be effective (and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation Company shall have the right to cure redeem any shares of Preferred Stock) only as follows: (i) with respect to shares of Series A Preferred Stock, the Company shall have the right to redeem such breach shall be deemed to have commenced on shares of Series A Preferred Stock (ratably and with equal priority among each holder thereof), only with the tenth day after the occurrence written consent of holders of not less than a majority of such breachshares of Series A Preferred Stock, irrespective voting separately as a single class, (ii) with respect to shares of notice Series B Preferred Stock, the Company shall have the right to redeem such shares of Series B Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than 57% of such breach shares of Series B Preferred Stock, voting separately as a single class, (iii) with respect to shares of Series C Preferred Stock, the Company shall have the right to redeem such shares of Series C Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series C Preferred Stock, voting separately as a single class, (iv) with respect to shares of Series D Preferred Stock, the Company shall have the right to redeem such shares of Series D Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series D Preferred Stock, and (v) with respect to shares of Series E Preferred Stock, the Company shall have the right to redeem such shares of Series E Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series E Preferred Stock, voting separately as a single class. In the event that the appropriate consents for redemption have been obtained from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On each of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and after the Redemption DateSeries E Preferred Stock, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein hereinafter as the “Redemption Date.” If, on the Redemption Date, less than all the shares "CONSENTING PREFERRED". The right of Existing Senior redemption contained in this Section 5 shall not be exercised with respect to any series of Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according prior to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect fifth anniversary of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Original Issue Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.Series E

Redemption. Shares of Preferred Stock shall be redeemed by the Corporation out of funds lawfully available therefor at a price equal to (a) At in the request case of Series A Preferred Stock, the Existing Senior Majority Series A Original Issue Price per share or (b) in the case of Series A-1 Preferred Stock, the Series A-1 Original Issue Price, plus all declared but unpaid dividends thereon, as applicable, (the “Requesting HoldersRedemption Price”) made ), in three annual installments commencing 60 days after receipt by the Corporation at any time on or after December 15August 29, 20112012, from the holders of shares of Preferred Stock representing at least two-thirds of the votes represented by all outstanding shares of Preferred Stock (voting together as a single class on as-converted basis), of written notice requesting redemption of all shares of Preferred Stock (the date of each such installment being referred to as a “Redemption Date”). On each Redemption Date, the Corporation shall redeem, on a pro rata basis in accordance with the number of shares of each series of Preferred Stock owned by each holder, that number of outstanding shares of each series of Preferred Stock determined by dividing (i) the total number of shares of such series of Preferred Stock outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If the Corporation does not have sufficient funds legally available to redeem on any Redemption Date all shares of Preferred Stock to be redeemed on such Redemption Date, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to pro rata portion of each holder’s redeemable shares of Preferred Stock pari passu among the Series C Original Purchase Price for each share of Series C A Preferred Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior A-1 Preferred Stock outstanding at the time that such request is made. The total sum payable per share out of Existing Senior Preferred Stock funds legally available therefor, based on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would otherwise be payable to the Existing Senior Preferred Stockholders in respect of their the shares of Existing Senior Preferred Stock to be redeemed if the Redemption Price legally available funds were paid in full for sufficient to redeem all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and have been redeemed as soon as practicable after the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shareshas funds legally available therefor.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to Except as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (iSection 6(l) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amendedhereof, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among Units may not be redeemed at the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing option of the Prior CertificatePartnership, and will not be required to be redeemed or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured repurchased by the 60th day after receipt Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) hereof. The Partnership or the Previous General Partner may purchase Preferred Units from time to time in the open market, by the Corporation of notice of such breach from a holdertender or exchange offer, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware in privately negotiated purchases or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateotherwise. (b) On and or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (such Preferred Units being hereafter “Tendered Units”) in exchange (a “Redemption”) for Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed as determined by the Corporation Partnership in its sole discretion. Any Redemption shall be exercised pursuant to Section A.5(a), except a Notice of Redemption delivered to the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received General Partner by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of Qualifying Party when exercising the Redemption Payment, right (the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made“Tendering Party”). (c) If the Requesting Holders elect Partnership elects to redeem Tendered Units for Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such Shares to the Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise redemption rights hereunderof its Redemption right, and (ii) such Requesting Holders transaction shall send notice be treated, for Federal income tax purposes, as a transfer by the Tendering Party of such election Tendered Units to the Previous General Partner in exchange for Shares. If the Partnership elects to redeem any number of Tendered Units for Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the Previous General Partner in exchange for in the case of REIT Shares, a number of REIT Shares equal to the REIT Shares Amount for such number of the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The Shares shall be delivered by the Previous General Partner as duly authorized, validly issued, fully paid and accessible Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Previous General Partner or the General Partner to register, qualify or list any Shares owned or held by such Person, whether or not such Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such Shares for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Notice”Date. Shares issued upon an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have no obligation to effect any redemption unless and until a Tendering Party has given the Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by first-class, certified hand delivery or by first class mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business AIMCO Properties, L.P., c/o AIMCO-GP, Inc., 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attention: Investor Relations, or to any transfer agent such other address as the Partnership shall specify in writing by delivery to the holders of the Corporation. Within five (5) Business Days after receipt Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption NoticeDate for any Redemption, any holder may revoke its Notice of Redemption. (e) A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date for such distribution precedes or coincides with such delivery of the Notice of Redemption. If the Partnership elects to redeem any number of Tendered Units for cash, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders Cash Amount for such number of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date Tendered Units shall be referred to herein delivered as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be a certified check payable to the Existing Senior Preferred Stockholders Tendering Party or, in respect the General Partner’s sole and absolute discretion, in immediately available funds. (f) In the event that the Partnership declines to cause the Previous General Partner to acquire all of their shares the Tendered Units from the Tendering Party in exchange for Shares pursuant to this Section 6 following receipt of Existing Senior Preferred Stock if a Notice of Redemption (a “Declination”): (1) The Previous General Partner or the Redemption Price were paid in full for all General Partner shall give notice of such shares, and any shares Declination to the Tendering Party on or before the close of Existing Senior Preferred Stock not redeemed shall be redeemed business on the first date following Cut-Off Date. (2) The Partnership may elect to raise funds for the payment of the Cash Amount either (a) by requiring that the Previous General Partner contribute such Redemption Date on which funds from the Corporation may lawfully redeem such shares proceeds of a registered public offering (pro rata according a “Public Offering Funding”) by the Previous General Partner of a number of REIT Shares (“Registrable Shares”) equal to the respective amounts which would be payable REIT Shares Amount with respect to the Existing Senior Preferred Stockholders in respect Tendered Units or (b) from any other sources (including, but not limited to, the sale of any Property and the remaining shares incurrence of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (additional Debt) available to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesPartnership.

Redemption. (a) At Optional Redemption at Election of Company. Provided that the request Company has satisfied all of the Existing Senior Majority (Equity Conditions and subject to the “Requesting Holders”) made provisions of this Section 6(a), at any time on or after December 15, 2011the Effective Date, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at Company may deliver a redemption price per share equal notice to the Series C Original Purchase Price Holder (an “Optional Redemption Notice”, accompanied by proof of funds and a statement that any extant Event of Default shall be cured by the applicable Optional Redemption, and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal or interest amount of this Note for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus cash in each case an amount equal to any declared or accrued but unpaid dividends thereonthe Optional Redemption Amount as provided on Schedule 6(a) hereto (the “Optional Redemption Amount”) on the 20th Trading Day following the Optional Redemption Notice Date (such date, all the “Optional Redemption Date”, such 20-Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount as determined in accordance with Schedule 6(a), is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Existing Senior Preferred Stock outstanding at Equity Conditions shall have been met, the time that such request Company has provided the Holder with proof of funds to defease the principal, interest, and any redemption premium due pursuant to the applicable Optional Redemption, and there is made. The total sum payable per share of Existing Senior Preferred Stock an effective registration statement covering the Conversion Shares on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is hereinafter referred to as actually made in full. If any of the “Redemption Price,” and the payment Equity Conditions shall cease to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation satisfied at any time breaches during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amendedTransaction Documents, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among Company is obligated to notify the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing Holder of the Prior Certificatenon-existence of an Equity Condition, or (iisuch notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void, ab initio. The Company covenants and agrees that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as it will honor all Notices of November 14, 2003 among Conversion tendered from the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation time of notice of such breach from a holder, to accelerate the maturity delivery of the rights of Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares then outstanding Notes based on their (or their predecessor’s) initial purchases of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price Notes pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption DatePurchase Agreement.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At the request written election of holders of at least a majority of the Existing Senior Majority (the “Requesting Holders”) made outstanding shares of Series B Preferred Stock at any time on or after December 15, 2011the date that is 90 days before fifth anniversary of the Original Issue Date (the “Series B Redemption Election”), the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Series B Preferred Stock in three annual installments, upon the terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (the “First Series B Redemption Date”) specified in the Series B Redemption Election, which shall be not less than ninety (90) days after the date of the Series B Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series B Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series B Preferred Stock held by each holder on the First Series B Redemption Date, unless otherwise prevented one-half of the remaining outstanding shares of Series B Preferred Stock then held by laweach holder on the first anniversary thereof and all of the remaining shares of Series B Preferred Stock on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached at the offices of the Corporation or of any transfer agent for the Series B Preferred Stock, or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not being redeemed. The redemption price per share of Series B Preferred Stock shall be equal to $0.58 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Preferred Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in ) (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase AgreementRedemption Price”), then upon any ) plus all dividends accrued and/or declared but unpaid on such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced share on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such applicable redemption date. (b) On and If at any time following the redemption in full of all shares of Series B Preferred Stock subject to a redemption request, the Corporation receives the written election of holders of at least sixty percent (60%) of the outstanding shares of Series A Preferred Stock (the “Series A Redemption Election”), the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Series A Preferred Stock in three annual installments, upon the terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (the “First Series A Redemption Date”) specified in the Series A Redemption Election, which shall be not less than ninety (90) days after the date of the Series A Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series A Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series A Preferred Stock held by each holder on the First Series A Redemption Date, one-half of the remaining outstanding shares of Series A Preferred Stock then held by each holder on the first anniversary thereof and all of the remaining shares on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached at the offices of the Corporation or of any transfer agent for the Series A Preferred Stock, or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not being redeemed. The redemption price per share of Series A Preferred Stock shall be equal to $0.65 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series A Preferred Stock) (the “Series A Redemption Price”) plus all dividends accrued and/or declared but unpaid on such share on the applicable redemption date. (c) Notice of any redemption shall be sent by first class mail, postage prepaid, to each holder of record of the Series B Preferred Stock or Series A Preferred Stock, as applicable, not less than thirty days nor more than sixty days prior to the First Series B Redemption Date or First Series A Redemption Date, as applicable, at the address of such holder as it appears on the books of the Corporation. Such notice shall set forth (i) the First Series B Redemption Date or First Series A Redemption Date, as applicable, the dates of the second and third installments of such redemption, and the place of redemption; and (ii) the number of shares to be redeemed on each date of redemption and the redemption price calculated in accordance with Subsection 6(a) and 6(b) of this Article FOURTH, on each such date. The Corporation shall be obligated to redeem the Series B Preferred Stock or Series A Preferred Stock, as applicable, on the dates and in the amounts set forth in the notice; provided, however, that any holder of Series B Preferred Stock or Series A Preferred Stock, as applicable, may convert any or all of the shares owned by such holder into Common Stock in accordance with Section 4 of this Article FOURTH at any time prior to the date of redemption of such shares. The Corporation, if advised before the close of business on the relevant redemption date by written notice from any holder of record of Series B Preferred Stock or Series A Preferred Stock to be redeemed, as applicable, shall credit against the number of shares of Series B Preferred Stock or Series A Preferred Stock required to be redeemed from such holder, as applicable, and shall not redeem, the number of shares of Series B Preferred Stock or Series A Preferred Stock, as applicable, which shall have been converted by such holder on or before such date and which shall not previously have been credited against any redemption. (d) If, on or before a redemption date, the funds necessary for such redemption shall have been set aside by the Corporation and deposited with a bank or trust company, in trust for the pro rata benefit of the holders of the Series B Preferred Stock or Series A Preferred Stock that has been called for redemption, then, notwithstanding that any certificates for shares that have been called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding from and after such redemption date, and all rights of any Requesting Holder holders of such shares so called for redemption shall forthwith, after such redemption date, cease and terminate with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a)such shares, except excepting only the right to receive the applicable redemption funds therefor to which they are entitled. Any interest accrued on funds so deposited and unclaimed by stockholders entitled thereto shall be paid to such stockholders at the time their respective shares are redeemed or to the Corporation at the time unclaimed amounts are paid to it. In case the holders of shares of Series B Preferred Stock or Series A Preferred Stock, as applicable, which shall have been called for redemption shall not, within one year after the final redemption date, claim the amounts so deposited with respect to the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof to such holder and such holder shall look only to the Corporation for the payment thereof. Any funds so deposited with a bank or trust company which shall not be required for such redemption by reason of the exercise subsequent to the date of such deposit of the right of conversion of any shares or otherwise shall be returned to the Corporation forthwith. (e) If the funds of the Corporation legally available for redemption of shares of Series B Preferred Stock or Series A Preferred Stock, as applicable, on a redemption date are insufficient to redeem the total number of shares of Series B Preferred Stock or Series A Preferred Stock submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares among the holders of such shares, based ratably on the aggregate Series B Redemption Price per shareor Series A Redemption Price, as applicable which each such holder would be entitled to receive on such redemption date. The shares of Series B Preferred Stock or Series A Preferred Stock, as applicable, not redeemed shall cease remain outstanding and terminate, entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Existing Senior Series B Preferred Stock or Series A Preferred Stock, as applicable, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are then legally available. (f) In the event that funds are unavailable on the redemption date for any reason, then all unredeemed shares shall no longer be deemed remain outstanding and entitled to be outstandingall rights and preferences provided herein, whether and the Corporation shall pay interest on the Series B Redemption Price or not Series A Redemption Price applicable to such unredeemed shares at the certificates representing rate of eight percent (8%) per annum, with such shares have been received by the Corporationinterest to accrue daily in arrears; provided, however, that, notwithstanding anything to that in no event shall such interest exceed the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election maximum permitted under applicable law (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation NoticeMaximum Permitted Rate”). On In the twentieth (20th) Business Day following event that fulfillment of any provision hereof results in such rate of interest being in excess of the date upon which the Corporation received the Redemption NoticeMaximum Permitted Rate, the Corporation amount of interest required to be paid hereunder shall pay each holder of Existing Senior Preferred Stock automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment redemption date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date . All interest accrued in accordance with this Section 6 shall be compounded annually and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon be due and payable upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesin accordance with this Section 6.

Redemption. Subject to the requirements of the Canada Business Corporations Act (the “Act”), Amalco shall: (a) At the request as of the Existing Senior Majority 12:02 a.m. (Toronto time) (the “Requesting HoldersRedemption Time”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Dateday that the amalgamation (the “Amalgamation”) following which Amalco is the continuing corporation becomes effective, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, redeem all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Amalco Redeemable Preferred Stock Purchase Agreement among the Corporation Shares that then are issued and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date.outstanding; and (b) On and immediately following the issuance of any additional Amalco Redeemable Preferred Shares that may be issued after the Redemption Date, all Time to persons who exercised rights of any Requesting Holder dissent (“Dissenting Shareholders”) in respect of the Amalgamation and who failed to perfect or withdrew or forfeited their claim under Section 190 of the Act in connection with respect to those shares the Amalgamation or whose rights as a holder of Existing Senior Amalco Redeemable Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a)Shares otherwise are reinstated, except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment but with effect as of the Redemption PaymentTime, the rights of the Requesting Holder with respect to its shares of Existing Senior redeem all such additional Redeemable Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election Shares for consideration (the “Redemption NoticeConsideration”) for each Amalco Redeemable Preferred Share to be redeemed equal to 0.17 of Hudbay Warrant to purchase common shares of Hudbay in accordance with the following provisions of this section. Except as hereinafter expressly provided or as otherwise determined by first-classAmalco, certified mailno notice of redemption or other act or formality on the part of Amalco shall be required to effect the redemption of the Amalco Redeemable Preferred Shares. No fractional Hudbay Warrants will be issued or delivered in connection with the redemption of the Amalco Redeemable Preferred Shares. If at the completion of the redemption. If at the completion of the Redemption, return receipt requestedthe number of Hudbay Warrants to be issued or delivered to a holder of Amalco Redeemable Preferred Shares would result in a fraction of a Hudbay Warrant being issuable or deliverable, postage prepaid, fractional entitlements will either be rounded up (if the fractional interest is 0.5 or more) or down (if the fractional interest is less than 0.5) to the Corporation nearest whole number. On the business day following the Redemption Time, Amalco shall deliver or cause to be delivered to Equity Financial Trust Company (the “Depositary”) at its principal place office in the City of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of Toronto, the Redemption Notice, the Corporation shall notify Consideration in writing all other Existing Senior respect of each Amalco Redeemable Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock Share to be redeemed. Such payment date Delivery of the aggregate Redemption Consideration in such a manner shall be referred a full and complete discharge of Amalco’s obligation to herein as deliver the “aggregate Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according Consideration to the respective amounts which would be payable to the Existing Senior holders of Amalco Redeemable Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesShares.

Redemption. (a) At the request written election of holders of at least sixty-six percent (66%) of the Existing Senior Majority (the “Requesting Holders”) made outstanding shares of Series C Preferred Stock and Series B Preferred Stock at any time on or after December 15, 2011the date that is 90 days before fifth anniversary of the Original Issue Date (the “Series C/Series B Redemption Election”), the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Series C Preferred Stock and Series B Preferred Stock in three annual installments, upon the terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (the “First Series C/Series B Redemption Date”) specified in the Series C/Series B Redemption Election, which shall be not less than ninety (90) days after the date of the Series C/Series B Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series C/Series B Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series C Preferred Stock and Series B Preferred Stock held by each holder on the First Series C/Series B Redemption Date, unless otherwise prevented one-half of the remaining outstanding shares of Series C Preferred Stock and Series B Preferred Stock then held by laweach holder on the first anniversary thereof and all of the remaining shares of Series C Preferred Stock and Series B Preferred Stock on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached at the offices of the Corporation or of any transfer agent for the Series C Preferred Stock and Series B Preferred Stock, or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not being redeemed. The redemption price per share of Series C Preferred Stock shall be equal to $0.58 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series C Original Purchase Price for each share of Preferred Stock) (the “Series C Stock and Series B Original Purchase Price for each Redemption Price”) plus all dividends declared but unpaid on such share on the applicable redemption date. The redemption price per share of Series B Stock, plus in each case an amount Preferred Stock shall be equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein $0.58 (as amendedadjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto Stock) (as amended, the “Series B Stock Purchase AgreementRedemption Price”), then upon any ) plus all dividends accrued and/or declared but unpaid on such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced share on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such applicable redemption date. (b) On If at any time following the redemption in full of all shares of Series C Preferred Stock and Series B Preferred Stock subject to a redemption request, the Corporation receives the written election of holders of at least sixty percent (60%) of the outstanding shares of Series A Preferred Stock (the “Series A Redemption Election”), the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Series A Preferred Stock in three annual installments, upon the terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (the “First Series A Redemption Date”) specified in the Series A Redemption Election, which shall be not less than ninety (90) days after the date of the Series A Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series A Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series A Preferred Stock held by each holder on the First Series A Redemption Date, one-half of the remaining outstanding shares of Series A Preferred Stock then held by each holder on the first anniversary thereof and all of the remaining shares on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached at the offices of the Corporation or of any transfer agent for the Series A Preferred Stock, or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not being redeemed. The redemption price per share of Series A Preferred Stock shall be equal to $0.65 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series A Preferred Stock) (the “Series A Redemption Price”) plus all dividends accrued and/or declared but unpaid on such share on the applicable redemption date. (c) Notice of any redemption pursuant to this Section 6 of this Article FOURTH shall be sent by first class mail, postage prepaid, to each holder of record of the Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, not less than thirty days nor more than sixty days prior to the First Series C/Series B Redemption Date or First Series A Redemption Date, as applicable, at the address of such holder as it appears on the books of the Corporation. Such notice shall set forth (i) the First Series C/Series B Redemption Date or First Series A Redemption Date, as applicable, the dates of the second and third installments of such redemption, and the place of redemption; and (ii) the number of shares to be redeemed on each date of redemption and the redemption price calculated in accordance with Section 6(a) and Section 6(b) of this Article FOURTH, on each such date. The Corporation shall be obligated to redeem the Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, on the dates and in the amounts set forth in the notice; provided, however, that any holder of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, may convert any or all of the shares owned by such holder into Common Stock in accordance with Section 4 of this Article FOURTH at any time prior to the date of redemption of such shares. The Corporation, if advised before the close of business on the relevant redemption date by written notice from any holder of record of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock to be redeemed, as applicable, shall credit against the number of shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock required to be redeemed from such holder, as applicable, and shall not redeem, the number of shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, which shall have been converted by such holder on or before such date and which shall not previously have been credited against any redemption. (d) If, on or before a redemption date, the funds necessary for such redemption shall have been set aside by the Corporation and deposited with a bank or trust company, in trust for the pro rata benefit of the holders of the Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock that has been called for redemption, then, notwithstanding that any certificates for shares that have been called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding from and after such redemption date, and all rights of any Requesting Holder holders of such shares so called for redemption shall forthwith, after such redemption date, cease and terminate with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a)such shares, except excepting only the right to receive the applicable redemption funds therefor to which they are entitled. Any interest accrued on funds so deposited and unclaimed by stockholders entitled thereto shall be paid to such stockholders at the time their respective shares are redeemed or to the Corporation at the time unclaimed amounts are paid to it. In case the holders of shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, which shall have been called for redemption shall not, within one year after the final redemption date, claim the amounts so deposited with respect to the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof to such holder and such holder shall look only to the Corporation for the payment thereof. Any funds so deposited with a bank or trust company which shall not be required for such redemption by reason of the exercise subsequent to the date of such deposit of the right of conversion of any shares or otherwise shall be returned to the Corporation forthwith. (e) If the funds of the Corporation legally available for redemption of shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, on a redemption date are insufficient to redeem the total number of shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares among the holders of such shares, based ratably on the aggregate Series C Preferred Stock, Series B Redemption Price per shareor Series A Redemption Price, as applicable which each such holder would be entitled to redeem on such redemption date. The shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, not redeemed shall cease remain outstanding and terminate, entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Existing Senior Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are then legally available. (f) In the event that funds are unavailable on the redemption date for any reason, then all unredeemed shares shall no longer be deemed remain outstanding and entitled to be outstandingall rights and preferences provided herein, whether and the Corporation shall pay interest on the Series C Redemption Price, Series B Redemption Price or not Series A Redemption Price applicable to such unredeemed shares at the certificates representing rate of eight percent (8%) per annum, with such shares have been received by the Corporationinterest to accrue daily in arrears; provided, however, that, notwithstanding anything to that in no event shall such interest exceed the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election maximum permitted under applicable law (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation NoticeMaximum Permitted Rate”). On In the twentieth (20th) Business Day following event that fulfillment of any provision hereof results in such rate of interest being in excess of the date upon which the Corporation received the Redemption NoticeMaximum Permitted Rate, the Corporation amount of interest required to be paid hereunder shall pay each holder of Existing Senior Preferred Stock automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment redemption date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date . All interest accrued in accordance with this Section 6 shall be compounded annually and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon be due and payable upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesin accordance with this Section 6.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011Unless prohibited by Delaware law governing distributions to stockholders, the Corporation shall be obligated to redeem the Preferred Stock as follows: (i) The holders of a majority of the then outstanding shares of the Preferred Stock, voting together as a single class on an as converted to Common Stock basis, may require the Corporation, to the extent it may lawfully do so under the DGCL to redeem all (but not less than all) of the issued and outstanding shares of Preferred Stock by providing written notice (a “Redemption Request”) to the Corporation at any time following the third anniversary of the Series B Original Issue Date. The Corporation shall effect such redemption in three (3) annual installments with the first to occur on the date that is 90 days after the date that the Corporation receives notice of such vote (or, in the case of any redemption where the Per Share Redemption Price is to be based upon the Fair Market Value, thirty (30) days after final determination of the Fair Market Value, if later) (each a “Redemption Date, unless otherwise prevented ”) by law, at a redemption price paying in cash in exchange for the shares of the Preferred Stock to be redeemed on such Redemption Date an amount per share equal (the “Per Share Redemption Price”)equal to (x) in the case of any redemption pursuant to a Redemption Request (as defined below) delivered prior to the date which is 90 days prior to the fifth anniversary of the Series C B Original Purchase Issue Date (the “FMV Date”) the Original Issue Price of such share of Preferred Stock, plus any dividends accrued but unpaid thereon or (y) in all other cases, the Fair Market Value of such share of Preferred Stock (as defined below). (ii) Within thirty (30) days after being required to redeem the Preferred Stock by reason of the vote contemplated by the foregoing clause (i), the Corporation shall send a notice (each a “Redemption Notice”)to all holders of the Preferred Stock to be redeemed setting forth the place at which such holders may obtain payment of the Per Share Redemption Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per upon surrender of their share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5certificates, and, in the event that case of a Redemption Request delivered on or after the Corporation at any time breaches any FMV Date, the initial determination of the provisions in the this Certificate or any Fair Market Value of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing series of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemptionBoard. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the The number of shares of the Existing Senior each series of Preferred Stock representing that the unredeemed Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of the each Series of Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 5(a) shall be redeemed from each holder of shares of each series of Preferred Stock on a pro rata basis, based on the total number of shares of such series of Preferred Stock then outstanding. If the Corporation does not have sufficient funds available to legally redeem all shares to be redeemed on such Redemption Date (including, if applicable, those to be redeemed at the option of the Corporation), then it shall redeem such shares pro rata (based on the portion of the Existing Senior Preferred Stock certificate, which new certificate aggregate Redemption Price payable to them) to the extent possible and shall entitle redeem the holder thereof remaining shares to all the rights, powers and privileges of a holder of such sharesbe redeemed as soon as sufficient funds are legally available.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on On or after December 1531, 20112010, at the election of the holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Preferred Stock, the Corporation shall redeem the shares of Preferred Stock held by such holders at the applicable Redemption Price (as defined below), the foregoing election shall be made by such holders giving the Corporation not less than thirty (30) days prior written notice, which notice shall set forth the date for such redemption (each a “Redemption Date”). Within ten (10) days after receipt of such notice, the Corporation shall provide written notice to all other holders of Preferred Stock notifying all such holders of such request for redemption. Notwithstanding the foregoing, holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Preferred Stock not subject to the redemption specified in any notice given pursuant to the first sentence of this Section 5(a) may thereafter require the Corporation to also redeem such Preferred Stock at such Redemption Date upon written notice to the Corporation within ten (10) days of receipt of such original notice from the Corporation. On each Redemption Date, the Corporation shall redeem, on a pari passu basis, (A) all shares of Series F Preferred Stock for a per share redemption price equal to the greater of (i) the Series F Liquidation Amount or (ii) the amount received if each share of Series F Preferred Stock was converted into Common Stock and such Common Stock was redeemed at its Going Concern Value (as defined in Section 5(c) hereof)) (the “Series F Redemption Price”) and (B) all shares of Junior Preferred Stock for a per share redemption price equal to the greater of (i) the applicable Junior Preferred Liquidation Amount or (ii) the amount received if each share of Junior Preferred Stock was converted into Common Stock and such Common Stock was redeemed at its Going Concern Value (as defined in Section 5(c) hereof) (the applicable “Junior Preferred Redemption Price”, together with the Series F Redemption Price, the “Redemption Price”). On such Redemption Date, each holder of shares of Preferred Stock shall surrender the certificate evidencing such shares to the Corporation and shall thereupon be entitled to receive payment of, as applicable, the Series F Redemption Price or the applicable Junior Preferred Redemption Price. From and after such Redemption Date, unless otherwise prevented by law, at there shall have been a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus default in each case an amount equal to any declared payment or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt tender by the Corporation of notice of such breach from a holderthe aggregate Redemption Price, to accelerate all dividends on the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect cease to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Dateaccrue, all rights of any Requesting Holder the holders with respect to those such redeemed shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), (except the right to receive the applicable Series F Redemption Price per shareor the applicable Junior Preferred Redemption Price, as applicable, upon surrender of their certificate) shall cease and terminate, and such shares shall not thereafter be transferred on the books of Existing Senior Preferred Stock shall no longer this Corporation or be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting outstanding for any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madepurposes whatsoever. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right right, at its sole option and election, to cure such breach shall be deemed to have commenced on redeem outstanding shares of Series A Preferred Stock, in whole or in part (pro-rata among the tenth day after the occurrence outstanding shares of such breachSeries A Preferred Stock) at any time; provided, irrespective of notice of such breach from any holderhowever, if that the Corporation shall not have notified optionally redeem -------- ------- less than $5,000,000 in the holders aggregate of such breach by such datethe stated amount of shares of Series A Preferred Stock at any one time. (b) On and after the Redemption DateSeptember 30, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by 2008, the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares redeem one- third of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Series A Preferred Stock in respect then outstanding. On September 30, 2009, the Corporation shall redeem one-half of which no Redemption Payment has been received by a Requesting Holderthe shares of Series A Preferred Stock then outstanding. On September 30, such Requesting Holder 2010, the Corporation shall be accorded the rights and benefits set forth in Section A.4 hereof in respect redeem all remaining shares of such remaining shares, as if no prior redemption request had been madeSeries A Preferred Stock then outstanding. (c) If The redemption price per share for Series A Preferred Stock redeemed on any optional or mandatory redemption date (the Requesting Holders elect "Redemption Price") shall be equal to exercise the Stated Value per share of the shares to be redeemed plus an amount equal to the aggregate dollar amount of all accrued or accumulated and unpaid dividends through the redemption rights hereunderdate. The Redemption Price shall be paid in cash from any source of funds legally available therefor. (d) Not less than thirty (30) nor more than sixty (60) days prior the redemption date, such Requesting Holders shall send a notice specifying the time and place of such election (the “Redemption Notice”) redemption shall be given by first-class, certified first class mail, return receipt requested, postage prepaid, to the Corporation at its principal place holders of business or to any transfer agent record of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Series A Preferred Stock to be redeemed. Such payment date shall be referred to herein redeemed at their respective addresses as the “Redemption Date.” If, same shall appear on the books of the Corporation (but no failure to mail such notice or any defect therein shall affect the validity of the proceedings for redemption except as to the holder to whom the Corporation has failed to mail such notice or except as to the holder whose notice was defective), calling upon each such holder of record to surrender to the Corporation on the redemption date at the place designated in such notice such holder's certificate or certificates representing the then outstanding shares of Series A Preferred held by such holder called for redemption. On or after the redemption date, each holder of shares of Series A Preferred Stock called for redemption shall surrender his certificate or certificates for such shares to the Corporation at the place designated in the redemption notice and shall thereupon be entitled to receive payment of the Redemption DatePrice in the manner set forth in Section 3(c) above. If the redemption is delayed for any reason, less than all dividends shall continue to accrue on the shares of Existing Senior Series A Preferred Stock may be legally redeemed by the CorporationStock, the redemption of Existing Senior Preferred Stock and shall be pro rata according added to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect and become a part of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all of such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on until the first date following such Redemption Date on which the Corporation may lawfully redeem Price, as so adjusted, for such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were is paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesfull.

Redemption. (a) At the request The provisions of Article 11 of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal Original Indenture will apply to the Series C Designated Securities. The “Redemption Price” means: (A) with respect to any Designated Securities to be redeemed other than pursuant to Section 11.8 of the Original Purchase Price for each share Indenture or Section 2.12(b) of Series C Stock and Series B Original Purchase Price for each share of Series B Stockthis Supplemental Indenture, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all the greater of: (x) 100% of the Existing Senior Preferred Stock outstanding at the time that principal amount of such request is made. The total sum payable per share of Existing Senior Preferred Stock on Designated Securities to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date is hereinafter referred (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued thereon to as the “Redemption Price,” and the payment Date) discounted to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the this Certificate Treasury Rate plus 45 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any of its representationsportion thereof) being redeemed to, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amendedbut excluding, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing Redemption Date of the Prior CertificateDesignated Securities (or any portion thereof) being redeemed; and (B) with respect to any Designated Securities to be redeemed pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14an amount equal to their principal amount, 2003 among the Corporation together with accrued and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretionunpaid interest, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holderany, thereon to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after but excluding the Redemption Date, all rights . The “Redemption Date” of any Requesting Holder with respect Designated Securities to those shares of Existing Senior Preferred Stock being be redeemed will be any Fixed Rate Business Day fixed by the Corporation Issuer for redemption of such Designated Securities and specified in the applicable notice of redemption provided by the Issuer to the Trustee pursuant to Section A.5(a), except 11.2 of the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the CorporationOriginal Indenture; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock any Designated Securities to be redeemed pursuant to Section 11.8(a) of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation Original Indenture shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesbe an Interest Payment Date.

Redemption. Shares of Series A Preferred, Series A1 Preferred, Series B Preferred, the Series C Preferred and Series D Preferred (acollectively, the “Redemption Stock”) At shall be redeemed by the request Corporation out of funds lawfully available therefore (i) with respect to the Existing Senior Majority Series D Preferred at a price per share equal to the sum of (A) five (5) times the Series D Original Issue Price plus (B) any declared but unpaid dividends thereon (the “Requesting HoldersSeries D Redemption Price”) made and (ii) with respect to the Junior Preferred at a price per share equal to the Original Junior Preferred Issue Price with respect to such shares, plus any declared but unpaid dividends thereon (the “Junior Preferred Redemption Price,” and together with the Series D Redemption Price, the “Redemption Price” ), in three annual installments commencing 60 days after receipt by the Corporation at any time on or after December 15the seven year anniversary of the first issuance of any shares of Series D Preferred from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series D Preferred, 2011of written notice requesting redemption of all shares of Redemption Stock (the date of each such installment being referred to as a “Redemption Date”). On each Redemption Date, the Corporation shall redeem redeem, on a pro rata basis in accordance with the number of shares of Redemption DateStock owned by each holder, unless otherwise prevented that number of outstanding shares of Redemption Stock determined by law, at a redemption price per share equal to dividing (A) the Series C Original Purchase Price for each share total number of Series C Stock and Series B Original Purchase Price for each share shares of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Redemption Stock outstanding at immediately prior to such Redemption Date by (B) the time that such request is made. The total sum payable per share number of Existing Senior Preferred Stock on remaining Redemption Dates (including the Redemption Date is hereinafter referred to as which such calculation applies). If the “Redemption Price,” and the payment Corporation does not have sufficient funds legally available to be made redeem on the any Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption NoticeStock, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by first redeem a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to portion of each holder’s Series D Preferred and may then redeem a pro rata portion of each holder’s Junior Preferred out of funds legally available therefor, based on the respective amounts which would otherwise be payable to the Existing Senior Preferred Stockholders in respect of their the shares of Existing Senior Preferred Stock to be redeemed if the Redemption Price legally available funds were paid in full for sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefore, provided that at all times, shares of Series D Preferred shall be redeemed prior to any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesJunior Preferred.

Redemption. (a) At Shares of Series E Preferred Stock and Series D Preferred Stock shall be redeemed by the request Corporation out of funds lawfully available therefor at a price per share equal to the Original Issue Price for the Series E Preferred Stock or Series D Preferred Stock, as applicable, plus, with respect to each share of Series E Preferred Stock or Series D Preferred Stock outstanding as of the Existing Senior Majority Filing Date, as applicable, the Accrued Dividend Amount for the Series E Preferred Stock or Series D Preferred Stock, as applicable, plus any declared but unpaid dividends (the “Requesting HoldersRedemption Price”) made commencing ninety (90) days after receipt by the Corporation at any time on or after December 15January 1, 20112017, from the holders of at least 66 2/3% of the outstanding shares of the Series E Preferred Stock and the Series D Preferred Stock, voting together as a separate class as if all such outstanding shares had been converted to Common Stock, of written notice requesting redemption of all shares of Series E Preferred Stock and Series D Preferred Stock (such date being referred to as a “Redemption Date”). On the Redemption Date, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to all of the Series C Original Purchase Price for each share of Series C E Preferred Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior D Preferred Stock outstanding at as provided in subsection (e)(iii) below. If the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock Corporation does not have sufficient funds legally available to redeem on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any all shares of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable E Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable D Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption NoticeStock, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders redeem a pro rata portion of the request by a Requesting Holder for the redemption each holder’s shares of Existing Senior Series E Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior and Series D Preferred Stock the applicable Redemption Price pursuant to the terms out of Section A.5(a)funds legally available therefor, provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, based on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would otherwise be payable to the Existing Senior Preferred Stockholders in respect of their the shares of Existing Senior Preferred Stock to be redeemed if the Redemption Price legally available funds were paid in full for sufficient to redeem all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and have been redeemed as soon as practicable after the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shareshas funds legally available therefor.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made Subject to Section 2(e), at any time on or after December 15the six-month anniversary of the Issue Date and prior to the expiration of the Warrants, 2011upon notice to the Holders, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by lawCompany may redeem, at a redemption the price of $0.01 per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as Warrant (the “Redemption Price,” ”), up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5lesser of, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation aggregate number of all remaining Warrant Shares available for purchase hereunder, and (ii) the parties set forth therein aggregate number of Warrant Shares then permitted to be issued to the Holder in compliance with Section 2(e) above, (as amendedsuch lesser number of Warrant Shares, the “Stockholders’ AgreementMaximum Redemption Share Amount”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among as designated in the Corporation applicable Redemption Notice (as defined below) to be issued and the signatories thereto delivered in accordance with Section 6(b) hereof (the each, a “Stock Purchase AgreementRedemption”). Redemption shall be permitted under this Section 6 provided that (i) no Equity Conditions Failure exists (unless waived, each as entered into contemporaneously with in whole or in part, in writing by the filing Holder (and, if in part, only to the extent of the Prior Certificate, or Warrant Shares applicable to such partial waiver)); (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all VWAP of the shares of Existing Senior Preferred Common Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced listed on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment principal Trading Market has been received by a Requesting Holderat least $[●] per share (as adjusted for share splits, such Requesting Holder shall be accorded the rights share dividends, recapitalizations and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (csimilar events) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption NoticeTrigger Price”), on each of twenty (20) by first-class, certified mail, return receipt requested, postage prepaid, consecutive Trading Days prior to the Corporation at its principal place Redemption Notice Date; (iii) either (x) there is an effective registration statement covering the shares of business or to any transfer agent Common Stock issuable upon exercise of the Corporation. Within five Warrants, and a current prospectus relating thereto, available throughout the Redemption Period (5defined below) Business Days after receipt or (y) the Company has elected to require the exercise of the Redemption NoticeWarrants via cashless exercise; and (iv) if and when the Warrants become redeemable by the Company, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders Company may not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the request by a Requesting Holder for Warrants is not exempt from registration or qualification under applicable state blue sky laws or the redemption of Existing Senior Preferred Stock Company is unable to effect such registration or qualification (the “Corporation NoticeRedemption Conditions”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At Subject to the request rights of the Existing Senior Majority (the “Requesting Holders”) made series of Preferred Stock which may from time to time come into existence in accordance with Section 6 hereof, at any time on or after December 15July 17, 20112002, the Corporation shall redeem on the date within sixty (60) days (the "Redemption Date") after the receipt by this corporation of a written request from the holders of not less than a majority of the then outstanding Series A Preferred Stock, unless otherwise prevented Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock treated as a single class that all or some of such holders' shares be redeemed ("Redemption Notice"), and concurrently with surrender by lawsuch holders of the certificates representing such shares, at this corporation shall, to the extent it may lawfully do so, redeem the shares specified in such request by paying in cash therefor (i) a redemption price sum equal to $2.00 per share of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) plus all declared but unpaid dividends on such shares (the "Series A Redemption Price"), (ii) a sum equal to $3.00 per share of Series B Preferred Stock (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) plus all declared but unpaid dividends on such shares (the "Series C Original Purchase Price for each B Redemption Price"), (iii) a sum equal to $6.00 per share of Series C Preferred Stock (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) plus all declared but unpaid dividends on such shares (the "Series C Redemption Price"), (iv) a sum equal to $7.20 per share of Series D Preferred Stock (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) plus all declared but unpaid dividends on such shares (the "Series D Redemption Price") and (v) a sum equal to $8.00 per share of Series E Preferred Stock (as adjusted for any stock dividends, combinations, splits or recapitalizations with respect to such shares) plus all declared but unpaid dividends on such shares (the "Series E Redemption Price"). Any redemption effected pursuant to this subsection 3(a) shall be made on a pro rata basis among the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series B Original Purchase Price for each share E Preferred Stock in proportion to the number of shares of Series B A Preferred Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereonSeries B Preferred Stock, all of the Existing Senior Series C Preferred Stock, Series D Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior and/or Series E Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateholders. (b) On As used herein and in subsection (3)(c) below, the term "Redemption Date" shall refer to each "Redemption Date" and the term "Redemption Price" shall refer to each "Series A Redemption Price," "Series B Redemption Price," "Series C Redemption Price," "Series D Redemption Price" and "Series E Redemption Price." Subject to the rights of series of Preferred Stock which may from time to time come into existence in accordance with Section 6 hereof, at least fifteen (15) but no more than thirty (30) days prior to each Redemption Date, written notice shall be mailed, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and/or Series E Preferred Stock to be redeemed, at the address last shown on the records of this corporation for such holder, notifying such holder of the redemption to be effected, specifying the number of shares to be redeemed from such holder, the Redemption Date, the Redemption Price, the place at which payment may be obtained and calling upon such holder to surrender to this corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares to be redeemed (the "Redemption Notice"). Except as provided in subsection (3)(c), on or after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Series A Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a)Stock, provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Series B Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” IfStock, on the Redemption DateSeries C Preferred Stock, less than all the shares of Existing Senior Series D Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.Stock

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December Series A Preferred Shares shall not be redeemable prior to August 15, 20112019, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to except as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among Section 6 or to preserve the Corporation and status of the parties set forth therein Trust as a REIT (as amendeddefined in Article III of the Declaration) for United States federal income tax purposes. In addition, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable A Preferred Stock Purchase Agreement among Shares shall be subject to the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing provisions of Article VII of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateDeclaration. (b) On and after August 15, 2019, the Trust, at its option upon not fewer than 30 or more than 60 days’ written notice, may redeem the Series A Preferred Shares, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per Series A Preferred Share, plus all accrued and unpaid dividends (whether or not authorized or declared) thereon up to, but not including, the date fixed for redemption, without interest, to the extent the Trust has funds legally available therefor (the “Redemption DateRight”). If fewer than all of the outstanding Series A Preferred Shares are to be redeemed, the Series A Preferred Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Series A Preferred Shares) by lot or by any other equitable method determined by the Trust that will not result in a violation of the Preferred Share Ownership Limit (as defined in Article VII of the Declaration). If redemption is to be by lot and, as a result, any holder of Series A Preferred Shares would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Article VII of the Declaration) in excess of the Preferred Share Ownership Limit (as defined in Article VII of the Declaration), or such other limit as permitted by the Board of Trustees pursuant to Article VII of the Declaration, because such holder’s Series A Preferred Shares were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Declaration, the Trust shall redeem the requisite number of Series A Preferred Shares of such holder such that no holder will hold an amount of Series A Preferred Shares in excess of the Preferred Share Ownership Limit, subsequent to such redemption. Holders of Series A Preferred Shares to be redeemed shall surrender such Series A Preferred Shares at the place, or in accordance with the book entry procedures, designated in such notice and shall be entitled to the redemption price of $25.00 per Series A Preferred Share and all accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any Series A Preferred Shares has been given (in the case of a redemption of the Series A Preferred Shares other than to preserve the status of the Trust as a REIT), (ii) the funds necessary for such redemption have been set apart by the Trust in trust for the benefit of the holders of any Series A Preferred Shares so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such Series A Preferred Shares, such Series A Preferred Shares shall no longer be deemed outstanding, and all rights of any Requesting Holder with respect to those shares the holders of Existing Senior such Series A Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a)Shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative dividends on the Series A Preferred Shares for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Trust’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Shares at such price or prices as the Trust may determine, subject to the provisions of applicable law, including the repurchase of Series A Preferred Shares in open-market transactions duly authorized by the Board of Trustees. (c) In the event of any redemption of the Series A Preferred Shares in order to preserve the status of the Trust as a REIT for United States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5. If the Trust calls for redemption any Series A Preferred Shares pursuant to and in accordance with this Section 5(c), then the redemption price for such Series A Preferred Shares will be an amount in cash equal to $25.00 per Series A Preferred Share together with all accrued and unpaid dividends to, but not including, the dated fixed for redemption. (d) Unless full cumulative dividends on the Series A Preferred Shares for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no Series A Preferred Shares shall be redeemed pursuant to the Redemption Price per share, shall cease and terminateRight or Special Optional Redemption Right (defined below) unless all outstanding Series A Preferred Shares are simultaneously redeemed, and such the Trust shall not purchase or otherwise acquire directly or indirectly any Series A Preferred Shares or any class or series of beneficial interest of the Trust ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Trust, on parity with or junior to the Series A Preferred Shares (except by conversion into or exchange for shares of Existing Senior beneficial interest of the Trust ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Trust, junior to the Series A Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the CorporationShares); provided, however, thatthat the foregoing shall not prevent the purchase of Series A Preferred Shares, notwithstanding anything or any other class or series of beneficial interest of the Trust ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Trust, on parity with or junior to the contrary set forth hereinSeries A Preferred Shares, (Aby the Trust in accordance with the terms of Sections 5(c) if and 9 hereof or otherwise, in order to ensure that the Corporation defaults in Trust remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of Series A Preferred Shares or shares of any other class or series of beneficial interest of the Trust ranking on parity with the Series A Preferred Shares as to payment of dividends and the Redemption Paymentdistribution of assets upon liquidation, the rights dissolution or winding up of the Requesting Holder with respect Trust pursuant to its shares a purchase or exchange offer made on the same terms to holders of Existing Senior all outstanding Series A Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madeShares. (ce) If Notice of redemption pursuant to the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (Redemption Right will be mailed by the “Redemption Notice”) by first-class, certified mail, return receipt requestedTrust, postage prepaid, not fewer than 30 or more than 60 days prior to the Corporation at its principal place redemption date, addressed to the respective holders of business or to any transfer agent record of the Corporation. Within five (5) Business Days after receipt Series A Preferred Shares to be redeemed at their respective addresses as they appear on the transfer records of the Redemption Notice, Trust. No failure to give or defect in such notice shall affect the Corporation shall notify in writing all other Existing Senior Preferred Stockholders validity of the request by a Requesting Holder proceedings for the redemption of Existing Senior any Series A Preferred Stock (Shares except as to the “Corporation Notice”)holder to whom such notice was defective or not given. On In addition to any information required by law or by the twentieth (20th) Business Day following the date applicable rules of any exchange upon which the Corporation received Series A Preferred Shares may be listed or admitted to trading, each such notice shall state: (i) the Redemption Noticeredemption date; (ii) the redemption price; (iii) the number of Series A Preferred Shares to be redeemed; (iv) the place or places where the certificates, if any, evidencing Series A Preferred Shares are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated Series A Preferred Shares for payment of the redemption price; (vi) that dividends on the Series A Preferred Shares to be redeemed will cease to accrue on such redemption date; and (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Shares. If fewer than all of the Series A Preferred Shares held by any holder are to be redeemed, the Corporation notice mailed to such holder shall pay also specify the number of Series A Preferred Shares held by such holder to be redeemed or the method for determining such number. Notwithstanding anything else to the contrary herein, the Trust shall not be required to provide notice to the holder of Series A Preferred Shares in the event such holder’s Series A Preferred Shares are redeemed in accordance with Section 5(c) hereof and Article VII of the Declaration to preserve the Trust’s status as a REIT. (f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Existing Senior Series A Preferred Stock Shares at the applicable Redemption Price pursuant close of business of such Dividend Record Date shall be entitled to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior dividend payable on such Series A Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, Shares on the Redemption corresponding Dividend Payment Date notwithstanding the redemption of such Series A Preferred Shares on or prior to such Dividend Payment Date, less than all and each holder of Series A Preferred Shares that surrenders its Series A Preferred Shares on such redemption date will be entitled to the shares dividends accruing after the end of Existing Senior Preferred Stock may be legally redeemed by the CorporationDividend Period to which such Dividend Payment Date relates up to, but not including, the redemption date. Except as provided herein, the Trust shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Shares for which a notice of Existing Senior redemption has been given. (g) All Series A Preferred Stock Shares redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other manner by the Trust, shall be pro rata according retired and shall be restored to the respective amounts which would status of authorized but unissued Preferred Shares, without designation as to series or class. (h) The Series A Preferred Shares shall have no stated maturity and shall not be payable subject to any sinking fund or mandatory redemption; provided, however, that the Series A Preferred Shares owned by a shareholder in excess of the Preferred Share Ownership Limit shall be subject to the Existing Senior Preferred Stockholders in respect provisions of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, this Section 5 and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect Article VII of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesDeclaration.

Redemption. (a) At In the request event that the Corporation shall exercise its put option to sell shares of capital stock of Sequenom Instruments GmbH to Technologie- Beteiligungs-Gesellschaft mbH der Deutschen Auesgleichsbank ("TBG") pursuant to that certain Kooperationsvertrag between the Existing Senior Majority (Corporation and TBG relating to the “Requesting Holders”) made at any time on or after December 15, 2011investment by the Corporation of DM 3 million in Sequenom Instruments GmbH, the Corporation shall, within 30 days after receipt of the proceeds of the sale of such shares to the TBG, send notice of such exercise (the "Put Exercise Notice") by first class mail, postage prepaid, to each holder of record of the Series B Preferred Stock at its address as it appears on the books of the Corporation, specifying (i) the amount of proceeds so received from the TBG net of any expenses incurred in connection therewith (the "Put Net Proceeds"), (ii) the date (the "Redemption Date") on which the Corporation will redeem shares of Series B Preferred Stock from electing holders of the Series B Preferred Stock in accordance with this Section 6, which Redemption Date shall be not less than 45 days nor more than 90 days after the date of such notice (the "Notice Date") and (iii) each such holder's Pro Rata Redemption Amount (as hereinafter defined). (b) Each holder of Series B Preferred Stock may elect to have the Corporation redeem from it on the Redemption Date, unless otherwise prevented by lawto the extent the Corporation has funds legally available for such purpose, up to a number of shares of Series B Preferred Stock equal to such holder's Pro Rata Redemption Amount (as hereinafter defined) at a redemption price of $1.50 per share equal share. Such election may be made only by delivering to the Series C Original Purchase Price for each share Corporation within thirty (30) days after the Notice Date (i) a written election signed by such holder specifying the number of Series C Stock and Series B Original Purchase Price for each share shares of Series B Preferred Stock so to be redeemed (which number shall be not more than such holder's Pro Rata Redemption Amount), and (ii) certificates for the shares of Series B Preferred Stock so to be redeemed, together with stock powers therefor duly executed by such holder in blank. (c) For purposes of this Section 6, each holder of Series B Preferred Stock's "Pro Rata Redemption Amount" shall be the greatest whole number represented by a fraction, plus in each case an amount equal to any declared the numerator or accrued but unpaid dividends thereon, all which is the product of the Existing Senior number of shares of Series B Preferred Stock held by such holder times the Put Net Proceeds, and the denominator or which is the product of the total number of shares of Series B Preferred Stock issued and outstanding at times $1.50. (d) On the time that Redemption Date the Corporation shall redeem from the electing holders of Series B Preferred Stock the shares of Series B Preferred Stock as to which election notices have been properly given, to the extent the Corporation has funds legally available for such request is made. The total sum payable per share purpose. (e) If the funds of Existing Senior the Corporation legally available for redemption of shares of Series B Preferred Stock on the Redemption Date is hereinafter referred are insufficient to as redeem the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any total number of the provisions in the this Certificate or any shares of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable B Preferred Stock Purchase Agreement submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares ratably among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after shares in accordance with the manner of determining the "Pro Rata Redemption Date, all rights of any Requesting Holder with respect to those Amount" set forth above. The shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Series B Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date remain outstanding and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof entitled to all the rights, powers rights and privileges of a holder of such sharespreferences provided herein.

Redemption. (a) At The Corporation will, subject to the request conditions set forth below, on the fourth anniversary of the Existing Senior Majority issuance of Series A Preferred Stock (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the "Mandatory Redemption Date"), unless otherwise prevented by law, at a redemption price per share equal to redeem the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding stock at the time that such request is made. The total sum payable original face value of $100 per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateshare. (b) On If the Project Company has not repaid the Promissory Note to the Corporation, or if for any other reason the funds of the Corporation legally available for redemption of the Series A Preferred Stock on any Mandatory Redemption Date are insufficient to redeem the number of shares of the Series A Preferred Stock required under this Section 6 to be redeemed on such date, those funds which are legally available will be used to redeem the maximum possible number of such shares ratably in proportion to the respective amounts which would otherwise be payable to the holders of Series A Preferred Stock if the funds of the Corporation legally available therefor had been sufficient to redeem all shares required to be redeemed on such date. At any time thereafter when additional funds of the Corporation become legally available for the redemption of the Series A Preferred Stock, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem, to the extent of the available funds and after in the same proportion as set forth in the preceding sentence, the balance of the shares which the Corporation was theretofore obligated to redeem. (c) Unless there shall have been a default in payment of the Mandatory Redemption DatePrice, on the applicable Mandatory Redemption Date all rights of any Requesting Holder with respect to those each holder of shares of Existing Senior Series A Preferred Stock being redeemed by as a stockholder of the Corporation pursuant to Section A.5(a)by reason of the ownership of such shares will cease, except the right to receive the applicable Mandatory Redemption Price per sharefor such shares, shall cease without interest, upon presentation and terminatesurrender of the certificate representing such shares, and such shares of Existing Senior Preferred Stock shall no longer will not from and after such Mandatory Redemption Date be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (cd) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Any Series A Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price redeemed pursuant to the terms of this Section A.5(a)6 will be cancelled and will not under any circumstances be reissued, provided that the Corporation sold or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, transferred and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem from time to time take such shares (pro rata according appropriate action as may be necessary to reduce the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the authorized number of shares of the Existing Senior Series A Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesaccordingly.

Redemption. (a) At The Corporation shall be obligated to redeem the request Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock as follows: (i) The holders of at least sixty-six and two-thirds percent (66 2/3%) of the Existing Senior Majority then outstanding shares of Series C Preferred Stock, voting together as a separate class, may require the Corporation, to the extent it may lawfully do so, to redeem all of the then outstanding Series C Preferred Stock in three (3) consecutive annual installments beginning on the fifth (5th) anniversary of the date on which shares of the Series F Preferred Stock are first , issued by the Corporation (each a “Requesting HoldersRedemption Date”) made at any time on or after December 15, 2011, ); provided that the Corporation shall redeem receive at least sixty (60) days prior to the first such Redemption Date written notice of such election of the Series C Preferred Stock. The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series C Preferred Stock to be redeemed on such Redemption Date, unless otherwise prevented by law, at Date a redemption price per share sum equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is madeLiquidation Preference. The total sum payable per share of Existing Senior amount to be paid for the Series C Preferred Stock on the each Redemption Date is hereinafter referred to as the “Series C Redemption Price,.” The number of shares of Series C Preferred Stock that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series C Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 2(a) shall be redeemed from each holder of Series C Preferred Stock on a pro rata basis, based on the number of shares of Series C Preferred Stock then held. The holders of at least sixty-six and two-thirds percent (66 2/3%) of the payment then outstanding shares of Series D Preferred Stock, voting together as a separate class, may require the Corporation, to the extent it may lawfully do so, to redeem all of the then outstanding Series D Preferred Stock in three (3) consecutive annual installments beginning on the Redemption Date; provided that the Corporation shall receive at least sixty (60) days prior to the first such Redemption Date written notice of such election of the Series D Preferred Stock. The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series D Preferred Stock to be made redeemed on such Redemption Date a per share sum equal to the Series D Liquidation Preference. The total amount to be paid for the Series D Preferred Stock on each Redemption Date is hereinafter referred to as the “Series D Redemption PaymentPrice.” Notwithstanding any limitations specified in this Section A.5, in the event The number of shares of Series D Preferred Stock that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series D Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 2(a) shall be redeemed from each holder of Series D Preferred Stock on a pro rata basis, based on the number of shares of Series D Preferred Stock then held. The holders of at any time breaches any least sixty-six and two-thirds percent (66 2/3%) of the provisions then outstanding shares of Series E Preferred Stock, voting together as a separate class, may require the Corporation, to the extent it may lawfully do so, to redeem all of the then outstanding Series E Preferred Stock in three (3) consecutive annual installments beginning on the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) Redemption Date; provided that certain Stockholders’ Agreement among the Corporation and shall receive at least sixty (60) days prior to the parties set forth therein (first such Redemption Date written notice of such election of the Series E Preferred Stock. The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series E Preferred Stock to be redeemed on such Redemption Date a per share sum equal to the Series E Liquidation Preference. The total amount to be paid for the Series E Preferred Stock on each Redemption Date is hereinafter referred to as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable E Redemption Price.” The number of shares of Series E Preferred Stock Purchase Agreement among that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series E Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 2(a) shall be redeemed from each holder of Series E Preferred Stock on a pro rata basis, based on the number of shares of Series E Preferred Stock then held. The holders of at least sixty-six and two-thirds percent (66 2/3%) of the signatories thereto then outstanding shares of Series F Preferred Stock, voting together as a separate class, may require the Corporation, to the extent it may lawfully do so, to redeem all of the then outstanding Series F Preferred Stock in three (3) consecutive annual installments beginning on the Redemption Date; provided that the Corporation shall receive at least sixty (60) days prior to the first such Redemption Date written notice of such election of the Series F Preferred Stock. The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series F Preferred Stock to be redeemed on such Redemption Date a per share sum equal to the Series F Liquidation Preference. The total amount to be paid for the Series F Preferred Stock on each Redemption Date is hereinafter referred to as the “Series F Redemption Price.” The number of shares of Series F Preferred Stock Purchase Agreement”that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series F Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 2(a) shall be redeemed from each holder of Series F Preferred Stock on a pro rata basis, each as entered into contemporaneously with based on the filing number of the Prior Certificate, or shares of Series F Preferred Stock then held. (ii) that certain At least thirty (30) days but no more than sixty (60) days prior to the applicable Redemption Date, the Corporation shall send a notice (a “Redemption Notice”) to all holders of Series B Convertible Redeemable C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock Purchase Agreement dated and/or Series F Preferred Stock to be redeemed setting forth (A) the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, for the shares to be redeemed; and (B) the place at which such holders may obtain payment of November 14the Series C Redemption Price, 2003 among Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, upon surrender of their share certificates. If the Corporation and does not have sufficient funds legally available to redeem all shares to be redeemed at the signatories thereto Redemption Date (as amendedincluding, if applicable, those to be redeemed at the “Series B Stock Purchase Agreement”option of the Corporation), then upon any it shall so notify such breach holders and shall redeem such shares (1) pro rata from the Senior Majority may elect, at their sole discretion, if any such breach is not cured by holders of Series F Preferred Stock (based on the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity portion of the rights Aggregate Series F Redemption Price payable to them) to the extent possible out of all funds legally available and (2) to the extent there are funds legally available after the redemption of Series F Preferred Stock pursuant to clause (1), pro rata from the holders of the holders under this Section A.5(a) and cause Series C Preferred Stock, Series D Preferred Stock and/or Series E Preferred Stock, as applicable (based on the immediate redemption of all portion of the aggregate Series C Redemption Price, Series D Redemption Price and/or Series E Redemption Price payable to them) to the extent possible out of legally available funds and shall redeem the remaining shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall to be redeemed by on the Corporation next Redemption Date, or as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date.sufficient funds are legally available (b) On and after the or prior to a Redemption Date, the Corporation shall deposit the applicable Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price of all rights shares to be redeemed on such Redemption Date with a bank or trust company having aggregate capital and surplus in excess of any Requesting Holder $100,000,000, as a trust fund, with respect irrevocable instructions and authority to those the bank or trust company to pay, on and after such Redemption Date, the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, of the shares to be redeemed on such Redemption Date to their respective holders upon the surrender of Existing Senior Preferred Stock being redeemed their share certificates. Any moneys deposited by the Corporation pursuant to this subsection 2(b) of this Division B of this Article IV for the redemption of shares which are thereafter converted into shares of Common Stock (no later than the fifth (5th) day preceding the applicable Redemption Date) pursuant to Section A.5(a)4 of this Division B of this Article IV shall be returned to the Corporation forthwith upon such conversion. The balance of any funds deposited by the Corporation pursuant to this subsection 2(b) of this Division B of this Article IV remaining unclaimed at the expiration of one (1) year following such Redemption Date shall be returned to the Corporation promptly upon its written request. (c) On or after each such Redemption Date, each holder of shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock to be redeemed shall surrender such holder’s certificates representing such shares to the Corporation in the manner and at the place designated in the Redemption Notice, and thereupon the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, of such shares shall be payable to 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 less than all the shares represented by such certificates are redeemed, a new certificate shall be promptly issued representing the unredeemed shares. From and after such Redemption Date, unless there shall have been a default in payment of the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price or the Corporation is unable to pay the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price due to not having sufficient legally available funds, all rights of the holder of such shares as holder of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as the case may be (except the right to receive the applicable Series C Redemption Price, Series D Redemption Price, Series E Redemption Price per shareand/or Series F Redemption Price upon surrender of their certificates), shall cease and terminateterminate with respect to such shares; provided that in the event that shares of Series C Preferred Stock, and Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock are not redeemed due to a default in payment by the Corporation or because the Corporation does not have sufficient legally available funds, such shares of Existing Senior Series C Preferred Stock, Series D Preferred Stock. Series E Preferred Stock and/or Series F Preferred Stock shall no longer remain outstanding and shall be deemed entitled to be outstandingall of the rights and preferences provided herein until redeemed. In the event of a call for redemption of any shares of Series C Preferred Stock, whether or not Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock, the certificates representing Conversion Rights applicable to such shares have been received by the Corporation; providedof Series C Preferred Stock, howeverSeries D Preferred Stock, that, notwithstanding anything Series E Preferred Stock and/or Series F Preferred Stock shall terminate as to the contrary set forth hereinshares designated for redemption at the close of business on the fifth (5th) day preceding the applicable Redemption Date, (A) if the Corporation defaults unless there is a default in the payment of the Series C Redemption PaymentPrice, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such defaultSeries D Redemption Price, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Series E Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “and/or Series F Redemption Date.” If, Price on the Redemption Date; in such case, less than all the such shares of Existing Senior Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior and/or Series F Preferred Stock shall remain outstanding and shall be pro rata according entitled to all of the respective amounts which would be payable to rights and preferences provided herein until the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price were paid and/or Series F Redemption Price, as applicable, in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesconnection therewith is fully paid.

Redemption. (a) At 8.1 Commencing on the request date hereof, the Company may, subject to the conditions set forth herein, redeem all, but not less than all of this Warrant then outstanding at a redemption price of $.01 for each share of the Existing Senior Majority Common Stock of the Company to which the Holder would then be entitled to purchase upon exercise of the Warrant being redeemed upon not less than thirty (30) days prior written notice (the “Requesting Holders”"Redemption Notice") made to the holder thereof that the average closing price of the Common Stock for the 20 consecutive trading days ending three (3) days prior to the date of the Redemption Notice is at least $6.00, subject to adjustment for stock dividends, stock splits and other anti-dilution provisions as provided for under Section 6 herein. For purposes of this Section 8.1, "closing price" at any time date shall be deemed to be: (i) the last sale price regular way as reported on the principal national securities exchange on which the Common Stock is listed or after December 15admitted to trading, 2011or (ii) if the Common Stock is not listed or admitted to trading on any national securities exchange, the Corporation average of the closing bid and asked prices regular way for the Common Stock as reported by the Nasdaq National Market or Nasdaq Small Cap Market of the Nasdaq Stock Market, Inc. ("NASDAQ") or (iii) if the Common Stock is not listed or admitted for trading on any national securities exchange, and is not reported by NASDAQ, the average of the closing bid and asked prices in the over-the-counter market as furnished by the National Quotation Bureau, Inc. or if no such quotation is available, the fair market value of the Common Stock as determined in good faith by the Board of Directors of the Company. The Redemption Notice shall redeem be deemed effective upon mailing and the time of mailing is the "Effective Date of The Notice". The Redemption Notice shall state a redemption date not less than thirty (30) days from the Effective Date of the Notice (the "Redemption Date"). No Redemption Notice shall be mailed unless all funds necessary to pay for redemption of all Warrants then outstanding shall have first been set aside by the Company so as to be and continue to be available therefor. The redemption price to be paid to the Holders will be $.01 for each share of the Common Stock of the Company to which the Holder would then be entitled to purchase upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the "Redemption Price"). In the event the number of shares of Common Stock issuable upon exercise of the Warrant being redeemed are adjusted pursuant to Section 6 hereof, then upon each such adjustment the Redemption Price will be adjusted by multiplying the Redemption Price in effect immediately prior to such adjustment by a fraction, the numerator of which is the number of shares of Common Stock issuable upon exercise of the Warrant being redeemed immediately prior to such adjustment and the denominator of which is the number of shares of Common Stock issuable upon exercise of such Warrant being redeemed immediately after such adjustment. The Holder may exercise this Warrant between the Effective Date of The Notice and the Redemption Date, such exercise being effective if done in accordance with Section 2 and if the Warrant Exercise Form, with form of election to purchase duly executed and the Warrant Price, as applicable for this Warrant subject to redemption for the Securities to be purchased is actually received by the Company at its office located at 00 Xxxx Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, or its current executive offices at the time of exercise, no later than 5:00 P.M. New York Time on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal . 8.2 If the Holder does not wish to exercise this Warrant prior to the Series C Original Purchase Redemption Date, the Holder should mail such Warrant to the Company at its office located at 00 Xxxx Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, or its current executive offices at the time of redemption, after receiving the Redemption Notice required by this Section, then, on and after said Redemption Date, notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the right of the holder of each Warrant subject to redemption to receive the Redemption Price for each share of Series C Common Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all which he would be entitled if he exercised the Warrant upon receiving the Redemption Notice of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred Warrant subject to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured redemption held by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateHolder hereof. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. The Participant understands and agrees that Redemption Orders may be submitted only on days that the American Stock Exchange, Inc. (the "AMEX") is open for trading. (a) At The Participant represents and warrants that it will not obtain a Redemption Order Number (as defined in Annex II) from the request Fund for the purpose of redeeming any Creation Unit of WEBS of any Index Series unless it first ascertains that it or its customer, as the case may be, owns outright or has full legal authority and legal and beneficial right to tender for redemption the requisite number of WEBS of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal relevant Index Series to be redeemed and to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all entire proceeds of the Existing Senior Preferred Stock outstanding at the time redemption and that such request is madeWEBS have not been loaned or pledged to another party and are not the subject of a repurchase agreement, securities lending agreement or any other arrangement that would preclude the delivery of such WEBS to the Transfer Agent in accordance with the Prospectus or as otherwise required by the Fund. The total sum payable per share Participant understands that WEBS of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to any Index Series may be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, redeemed only when one or more Creation Units of WEBS of a Beneficial Owner are held in the event that the Corporation at any time breaches any account of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such datesingle Participant. (b) On In order to provide for the delivery of Deposit Securities and after any other redemption proceeds upon redemption of WEBS in Creation Units, the Redemption Date, all rights Participant agrees for itself and on behalf of any Requesting Holder Beneficial Owner for which it is acting, to provide to the Distributor and the Fund on a form approved by the Fund (see Annex VI hereto), with copies to the Custodian and the Transfer Agent (referred to below), written instructions (the "Standing Redemption Instructions") for delivery of Deposit Securities and other redemption proceeds in the applicable jurisdiction(s) for each Index Series with respect to those shares of Existing Senior Preferred Stock being redeemed by which the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed Participant wishes to be outstanding, whether or not the certificates representing such shares authorized to submit a Redemption Order to redeem Creation Units of WEBS. A Participant is authorized to submit a Redemption Order only with respect to Creation Units of WEBS of an Index Series for which Standing Redemption Instructions have been received by the Corporation; providedFund and the Distributor. The Standing Redemption Instructions shall include information (including the applicable account name, howeveraccount number and any other reference number) identifying the account(s) into which the Deposit Securities and any other redemption proceeds should be delivered pursuant to a Redemption Order. The Participant may designate in its Standing Redemption Instructions a U.S. dollar account into which the U.S. dollar denominated cash portion of the redemption proceeds, thatif any, notwithstanding anything should be delivered pursuant to a Redemption Order. An Authorized Person of the Participant may amend the Standing Redemption Instructions from time to time before or concurrently with submission of a Redemption Order in writing to the contrary set forth hereinDistributor and the Fund in a form approved by the Fund (see Annex VI hereto), with copies to the Custodian and the Transfer Agent. A Redemption Order may include alternative delivery instructions (A"Alternative Delivery Instructions") if which supersede and replace the Corporation defaults in the payment of the Participant's Standing Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, Instructions only with respect to the shares of Existing Senior Preferred Stock Redemption Order to which such Alternative Delivery Instructions are attached. Alternative Delivery Instructions do not constitute an amendment to the Participant's Standing Redemption Instructions, and Alternative Delivery Instructions must accompany a Redemption Order and be in respect of which no a form approved by the Fund (see Annex IV hereto). The Participant understands and agrees that the Distributor will instruct the Custodian or subcustodian to deliver, and the Custodian or subcustodian will deliver, Deposit Securities and any other redemption proceeds into the account(s) identified in the Standing Redemption Payment has been received by a Requesting HolderInstructions or the Alternative Delivery Instructions, such Requesting Holder shall be accorded as the rights and benefits set forth in Section A.4 hereof in respect case may be. If neither the redeeming Beneficial Owner, nor the Participant acting on behalf of such remaining sharesredeeming Beneficial Owner, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, has appropriate arrangements satisfactory to the Corporation at its principal place of business or Fund to any transfer agent take delivery of the Corporation. Within five Deposit Securities in the applicable foreign jurisdiction, and it is not possible to make other such arrangements (5) Business Days after receipt to which situation the Participant shall reasonably agree), or if it is not possible to effect deliveries of the Redemption NoticeDeposit Securities in such jurisdiction, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided Participant understands and agrees that the Corporation or Fund may, in its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock sole discretion, exercise its option to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date cash and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of redeeming Beneficial Owner will be required to receive its redemption proceeds in cash, less the Redemption Date or of redemption transaction fee for in-kind and cash redemptions and the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesadditional variable charge for cash redemptions.

Redemption. (a1) At Unless prohibited by any credit agreement, indenture or similar agreement governing the request then-outstanding indebtedness of the Existing Senior Majority Company or its subsidiaries (including the “Requesting Holders”) made at any time on or after December 15, 2011Notes (as defined below)), the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority Shares may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect Company for cash out of funds lawfully available therefor, at the Company’s option, in whole, or from time to time in part, on not less than 30 calendar days’ written notice (a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation holders thereof (the date specified therein, the “Redemption Date”), which Redemption Notice may be given at its principal place of business or any time after twenty (20) calendar days prior to any transfer agent the third anniversary of the Corporation. Within five (5) Business Days after receipt Issue Date, at a price per Series B Convertible Redeemable Preferred Share equal to the Accreted Stated Value thereof plus any accrued but unpaid dividends, if any, as of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock Date (the “Corporation NoticeRedemption Price”). On Such Redemption Notice shall state the twentieth (20th) Business Day following number of Series B Convertible Redeemable Preferred Shares to be redeemed, the Redemption Date and the Redemption Price and the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior holder’s right to convert such Series B Convertible Redeemable Preferred Stock the applicable Redemption Price pursuant to the terms of Shares terminates in accordance with Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s(i)(2) representing the shares of Existing Senior Preferred Stock to be redeemedhereof. Such payment date shall be referred to herein as the “Redemption Date.” If, on On the Redemption Date, less than the Company shall redeem, on a pro rata basis based upon the number of Series B Convertible Redeemable Preferred Shares owned by each holder, the number of outstanding Series B Convertible Redeemable Preferred Shares set forth in such notice of redemption. (2) From and after delivery of a Redemption Notice pursuant to Section (i)(1) hereof, each holder of Series B Convertible Redeemable Preferred Shares shall have the right, terminating at the close of business in New York City on the day preceding the Redemption Date, to convert all the shares or part of Existing Senior such Series B Convertible Redeemable Preferred Stock may Shares to be legally redeemed by the Corporation, Company into Class A Common Stock in accordance with and subject to the terms governing conversion set forth in Section (g) hereof. (3) Any Series B Convertible Redeemable Preferred Shares that are redeemed or otherwise acquired by the Company shall be automatically and immediately cancelled as set forth in Section(a)(2) hereof. Neither the Company nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Series B Convertible Redeemable Preferred Shares following the redemption or any other acquisition of Existing Senior Series B Convertible Redeemable Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesShares.

Redemption. (a) At The Company may, at its option, on any Interest Payment Date on or after November 15, 2024, redeem this Subordinated Note, in whole or in part, without premium or penalty, but in all cases in a principal amount of $1,000 and with integral multiples of $1,000 in excess thereof. In addition, the request Company may, at its option, redeem all but not a portion of the Existing Senior Majority (the “Requesting Holders”) made Subordinated Notes at any time on upon the occurrence of a Tier 2 Capital Event, Tax Event or after December 15an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to the receipt of any required regulatory approvals (including from the Federal Reserve Board, 2011to the extent such approval is then required under the capital adequacy rules of the Federal Reserve Board). This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption Price with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, the Corporation shall redeem on or portion thereof, to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five years immediately preceding the Stated Maturity of the Subordinated Notes, the Company will as promptly as reasonably practicable notify the Trustee and the Holders thereof, and thereafter, subject to the terms of the Indenture, the Company and the Holders will work together in good faith, and the Company shall request the Trustee and the Holders to execute and deliver all agreements as reasonably necessary, in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, that nothing contained in this Section shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 5 (Redemption) of this Subordinated Note and Section 10.01(3) of the Indenture. (c) If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Global Subordinated Notes held by the Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Depositary. In the event a pro rata redemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the Subordinated Notes to be redeemed will be selected by lot or such method as the Trustee will deem fair and appropriate. (d) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption DateDate interest shall cease to accrue on all Subordinated Notes so called for redemption, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to be outstanding, whether or not such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults Company shall default in the payment of the Redemption PaymentPrice), except only the rights right of the Requesting Holder with respect Holders thereof to its shares of Existing Senior Preferred Stock shall continue until receive the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, amount payable on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shareswithout interest.

Redemption. (a) At If the request Stockholder Approval has not been obtained by the date of the Existing Senior Majority Extended Purchaser Meeting Deadline, then a redemption event (the “Requesting HoldersRedemption Event”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced occurred on the tenth day after date of the occurrence of such breachExtended Purchaser Meeting Deadline, irrespective of notice of such breach from any holder, if and the Corporation shall not have notified shall, subject to applicable law, be required to repurchase all of the holders outstanding shares of such breach Series A Preferred Stock held by such dateeach of the Sellers and each of the Additional Sellers (“Seller Holder”) as provided in this Section 8. (b) On and Within five Business Days after the a Redemption DateEvent, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of deliver a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send written notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to each Seller Holder at the Corporation at its principal place of business or to any transfer agent address last shown on the records of the Corporation. Within five , notifying each Seller Holder of the redemption that is to be effected, and the date on which the redemption of the Series A Preferred Stock shall occur (5which day (the “Redemption Date”) must be within 15 Business Days after receipt of the Redemption NoticeEvent). On the Redemption Date, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting transfer to each Seller Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Sellers’ Shares (or equivalent term with respect to the Additional Agreements) set forth below such Seller Holder’s signature on the signature page to the Stock Purchase Agreement or the applicable Additional Agreement, as applicable, under the caption “Number of Sellers’ Shares” (or equivalent caption with respect to the Additional Agreements) and, upon such Seller Holder’s receipt of such amount, the Series A Preferred Stock certificate, the Corporation theretofore held by such Seller Holder shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesno longer be outstanding.

Redemption. (a) At The Corporation, at its option, may redeem (to the request extent that such redemption shall not violate any applicable provisions of the Existing Senior Majority (laws of the “Requesting Holders”State of Delaware) made at any time on all or after December 15, 2011, a portion of the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share shares of Series B StockPreferred Stock at a price of $5,000 per share (subject to adjustment in the event of any stock dividend, stock split, stock distribution or combination with respect to such shares), plus in each case an amount equal to any declared dividends thereon cumulated or accrued but unpaid dividends thereonunpaid, all of the Existing Senior Preferred Stock outstanding at the time that whether or not declared (such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date amount is hereinafter referred to as the “"Redemption Price,” and "), from time to time after the payment fourth anniversary of the Initial Issuance Date (any such date of redemption is hereafter referred to as a "Redemption Date"), if prior to such redemption all accrued but unpaid dividends on all outstanding shares of Series B Preferred Stock have been paid, provided, however, that, without the written consent of the holders of a majority of the outstanding shares of Class A Preferred Stock, the Corporation shall not redeem any shares of Class B Preferred Stock so long as any shares of Class A Preferred Stock remain outstanding. (b) In the event of any redemption of only a part of the then outstanding Series B Preferred Stock, the Corporation shall effect such redemption pro rata among the holders thereof (based on the number of shares of Series B Preferred Stock held on the date of notice of redemption). (c) At least thirty (30) days prior to any proposed Redemption Date, written notice shall be mailed, postage prepaid, to each holder of record of Series B Preferred Stock to be made redeemed, at his or its post office address last shown on the records of the Corporation, notifying such holder of the number of shares so to be redeemed, specifying the Redemption Date and the date on which such holder's conversion rights (pursuant to Section 5 hereof) as to such shares terminate and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, his or its certificate or certificates representing the shares to be redeemed (such notice is hereinafter referred to as the “"Redemption Payment.” Notwithstanding any limitations specified in this Section A.5Notice"). On or prior to each Redemption Date, each holder of record of Series B Preferred Stock to be redeemed shall surrender his or its certificate or certificates representing such shares to the Corporation, in the event that manner and at the Corporation at any time breaches any place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the provisions in person whose name appears on such certificate or certificates as the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among owner thereof and each surrendered certificate shall be cancelled. In the Corporation and event less than all the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon shares represented by any such breach the Senior Majority may electcertificate are redeemed, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which new certificate shall be redeemed by issued representing the Corporation as soon as permitted under law)unredeemed shares. With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of any Requesting Holder with respect to those shares the holders of Existing Senior the Series B Preferred Stock being redeemed by designated for redemption in the Redemption Notice as holders of Series B Preferred Stock of the Corporation pursuant to Section A.5(a), (except the right to receive the applicable Redemption Price per share, upon surrender of their certificate or certificates) shall cease and terminatewith respect to such shares, and such shares shall not thereafter be transferred on the books of Existing Senior the Corporation or be deemed to be outstanding for any purpose whatsoever. (d) Except as provided in paragraph (a) above, the Corporation shall have no right to redeem the shares of Series B Preferred Stock. Any shares of Series B Preferred Stock so redeemed shall be permanently retired, shall no longer be deemed to outstanding and shall not under any circumstances be outstandingreissued, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if and the Corporation defaults in may from time to time take such appropriate corporate action as may be necessary to reduce the payment amount of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior authorized Series B Preferred Stock accordingly. Nothing herein contained shall continue until prevent or restrict the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed purchase by the Corporation, from time to time either at public or private sale, of the redemption whole or any part of Existing Senior the Series B Preferred Stock shall be pro rata according at such price or prices as the Corporation and the selling holders of the Series B Preferred Stock may mutually determine, subject to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect provisions of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by applicable law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after Subject to Section 5(c), but not prior to December 1512, 20112022, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by lawCorporation, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stockits option, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure redeem, on any Corporation Redemption Date, in whole or in part, Series D-2 Preferred Shares by providing, not less than 30 days prior to a Corporation Redemption Closing Date, written notice to each holder of its intent to redeem the Series D-2 Preferred Shares (each, a “Corporation Redemption Notice”) which will specify the number of Series D-2 Preferred Shares to be redeemed and the date set for such breach redemption, which date shall be deemed to have commenced on the tenth day no more than thirty (30) days after the occurrence Corporation Redemption Notice (the “Corporation Redemption Closing Date”); provided, however, that if such Redemption would result in the holders of Series D-2 Preferred Shares owning after such breachCorporation Redemption Closing Date Series D-2 Preferred Shares with an aggregate Liquidation Preference of less than $4,166,666.67 in the aggregate, irrespective of notice of such breach from any holder, if then the Corporation shall be required to redeem all (and not have notified less than all) of the holders of Series D-2 Preferred Shares. Subject to Section 5(c), any such breach by such dateRedemption shall be paid in cash on the Corporation Redemption Closing Date, for the Series D-2 Preferred Shares specified in the Corporation Redemption Notice in an amount equal to the Redemption Price. (b) On and after Subject to Section 5(c), but not prior to December 12, 2022, each holder, at its option, shall have the right, in its sole discretion, to require the Corporation to redeem, on any Holder Redemption Date, in whole or in part, its Series D-2 Preferred Shares by providing written notice to the Corporation of its intent to cause the Corporation to redeem such holder’s Series D-2 Preferred Shares (each, a “Holder Redemption Notice”) which will specify (i) the name of the holder delivering such Holder Redemption Notice, (ii) the number of Series D-2 Preferred Shares to be redeemed, and (iii) that such holder is exercising its option, pursuant to this Section 5, to require the Corporation to redeem shares of Series D-2 Preferred Shares held by such holder. The Corporation shall, within fifteen (15) Business Days of receipt of such Holder Redemption Notice, deliver to the holder exercising its rights to require redemption of the Series D-2 Preferred Shares a notice specifying the date set for such redemption, which date shall be no more than ninety (90) days after the Holder Redemption Notice (the “Holder Redemption Closing Date”). Subject to Section 5(c), any such Redemption shall be paid in cash on the Holder Redemption Closing Date, for the Series D-2 Preferred Shares specified in the Holder Redemption Notice in an amount equal to the Redemption Price. (c) Any Redemption shall be paid only out of any cash or surplus available therefor under applicable Delaware law (including any cash or surplus made available as a result of any revaluation or otherwise in accordance with the terms of this Section 5(c)), and, if there is not a sufficient amount of cash or surplus available, then out of the remaining assets of the Corporation available therefor under applicable Delaware law (valued at the fair market value thereof on the date of payment, as determined by the Board of Directors). In connection with a Redemption, the Corporation shall take all actions required or permitted under Delaware law to permit the Redemption of the Series D-2 Preferred Shares, including, without limitation, through the revaluation of its assets in accordance with Delaware law, to make funds available under applicable Delaware law for such Redemption or to determine the existence of sufficient surplus, and the Corporation shall apply all of its assets to any such Redemption except to the extent prohibited by Delaware law governing dividends to stockholders and redemption or repurchase of capital stock. (d) In the case of any Redemption, the rights of the holders of such Series D-2 Preferred Shares subject to Redemption shall cease only upon the payment in full of the Redemption Price. Until the payment in full of the Redemption Price to such holder, the Series D-2 Preferred Shares of such holder shall be deemed to be outstanding and such holder shall retain all rights of any Requesting Holder with respect to those thereto, including the conversion rights as set forth in Section 6 hereof. (e) Whenever any shares of Existing Senior Series D-2 Preferred Stock being are redeemed by the Corporation pursuant to this Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing take all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein action as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally necessary to retire such redeemed by shares and to cause such redeemed shares to resume the Corporationstatus of authorized and unissued preferred stock, the redemption of Existing Senior Preferred Stock shall be pro rata according without designation as to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesseries.

Redemption. (a) At Commencing on the request first Trading Day after the Commission declares the registration statement filed by the Company pursuant to Section 2 of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011Registration Rights Agreement effective, the Corporation shall Company has the right to redeem on this Warrant for the Redemption Date, unless otherwise prevented by law, at a redemption price of ten cents ($0.10) per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as Warrant Share (the “Redemption Price,” ”); provided that the average Closing Price of the Company’s Common Stock for any twenty consecutive Trading Days is $3.00 or more, the Registration Statement remains in effect and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all average trading volume of the shares of Existing Senior Preferred Common Stock held by them (less has been 100,000 shares or more during the same 20 consecutive Trading Days at any shares time prior to the exercise or expiration of this Warrant and provided further that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after following the occurrence of any such breachevent, irrespective of the Company gives the Holder ten (10) days prior written notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect Company’s intention to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election redeem this Warrant (the “Redemption Notice”) by first-class), certified mailidentifying a date, return receipt requestedno earlier than ten days thereafter, postage prepaid, to on which the Corporation at its principal place of business or to any transfer agent of the CorporationCompany will exercise such rights. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock The $3.00 amount set forth above (the “Corporation NoticeTrigger Amount”)) shall be subject to adjustment in the event that the Company shall (i) pay a dividend or make a distribution on its Common Stock, each in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, or (iii) combine its outstanding shares of Common Stock into a smaller Series B Warrant No. On B-4 Page — 15 number of shares, in each case, by multiplying the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption NoticeTrigger Amount by a fraction, the Corporation shall pay each holder numerator of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of is the number of outstanding shares covered by a Existing Senior Preferred of Common Stock certificateimmediately prior to giving effect to such dividend, distribution, subdivision, or combination and the Corporation shall issue and deliver to or upon the written order denominator of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering which is the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, subdivision, or combination. The Holder may exercise this Warrant at any time before the Existing Senior Preferred Stock representing date fixed for the unredeemed portion redemption of this Warrant in the Redemption Notice, however, at the final bell signifying the close of the Existing Senior Preferred New York Stock certificateExchange on the day preceding the date specified in the Redemption Notice, which new certificate any Warrant or portion thereof that remains unexercised shall entitle thereupon be no longer exercisable, exchangeable or convertible in any manner for or into any Warrant Shares or other equity securities of the holder thereof Company and the only consideration payable by the Company thereon and in exchange therefore or other obligation of the Company with respect thereto shall be the payment of the Redemption Price upon surrender of the original Warrant at the principal place of business of the Company or at any other address or to all the rights, powers and privileges attention of a holder of such sharesany agent as the Company may specify in the Redemption Notice.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made The Corporation may at any time on redeem all or after December 15, 2011, any part of this Warrant at the option of the Corporation shall redeem if any of the following prices of the Common Stock equals or exceeds $1.50 per share for five (5) consecutive trading days: (i) the high bid price of the Corporation's Common Stock if the Common Stock is traded over-the-counter, (ii) the closing trading price for the Common Stock if traded on NASDAQ or (iii) the Redemption Date, unless otherwise prevented by law, at a reported closing price for the Common Stock if traded on any national or regional stock exchange (the "Triggering Event"). The redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable will be $0.001 per share of Existing Senior Preferred Common Stock on the Redemption Date is hereinafter referred purchasable pursuant to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any Warrant. Notice of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any every such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requestedmailed, postage prepaid, to the Corporation registered holder hereof at its principal place of business or to any the addresses then appearing on the Warrant transfer agent records of the Corporation, not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for such redemption which shall be specified therein. Within five At any time after notice has been given as above provided, The Corporation may deposit the aggregate redemption price of this Warrant or portion thereof to be redeemed with any bank or trust company named in such notice, directed to be paid to the registered holder hereof on surrender of this Warrant Certificate. Upon the making of such deposit, the registered holder hereof shall have no interest in or claim against the Corporation with respect to such portion of this Warrant to be redeemed except only (5i) Business Days after receipt the right to receive such money from such bank or trust company without interest, or (ii) the right to exercise, before the redemption date, any un-expired rights to purchase Common Stock hereunder. In case less than all of the Redemption Noticeoutstanding Class Q Warrants are to be redeemed, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders may choose the Warrants to be redeemed at the election of the request Corporation, either by a Requesting Holder lot based on the Warrant Certificates held of record or pro rata based on the respective number of shares of Common Stock purchasable pursuant to Warrants held by each holder of the Class Q Warrants. If the holders of Class Q Warrants which shall have been called for redemption shall not, within one year after such deposit, claim the amount deposited for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date thereof, any such bank or trust company shall, upon which demand, pay over to the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation such unclaimed amounts and thereupon such bank or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date trust company and the Corporation shall promptly advise each holder be relieved of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing all responsibility in respect thereof and to such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesholders.

Redemption. (a) At the request written election of holders of at least a majority of the Existing Senior Majority (the “Requesting Holders”) outstanding shares of Preferred Stock voting together as a single class on an as-converted to Common Stock basis made at any time on or after December 15, 2011the fifth anniversary of the first date of issuance of a share of Preferred Stock (the “Redemption Election”), the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Preferred Stock in three equal annual installments, upon the terms set forth in this Section 7. The first installment of such redemption (the “First Redemption Date”) shall occur on the date specified in the Redemption Election, which shall be not less than ninety days after the date of the Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Preferred Stock held by each holder on the First Redemption Date, unless otherwise prevented one half of the outstanding shares of Preferred Stock held by laweach holder on the first anniversary thereof and the remaining shares on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached, at the offices of the Corporation or of any transfer agent for the Preferred Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not being redeemed. The redemption price per share of Preferred Stock shall be equal to $2.00 (in the case of the Series C Original Purchase Price for each share A-1 Preferred Stock) or $4.54 (in the case of the Series C Stock and Series B Original Purchase Price for each share of Series B A-2 Preferred Stock), plus in each case an amount equal subject to equitable adjustment for any stock dividend, stock split, stock split-up, combination of shares or the like, plus all dividends declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that on such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after Notice of redemption shall be sent by first class mail, postage prepaid, to each holder of record of the Preferred Stock, not less than thirty days nor more than sixty days prior to the First Redemption Date, at the address of such holder as it appears on the books of the Corporation. Such notice shall set forth (i) the First Redemption Date, the dates of the second and third installments of such redemption, and the place of redemption; and (ii) the number of shares to be redeemed on each date of redemption and the redemption price on each such date. The Corporation shall be obligated to redeem the Preferred Stock on the dates and in the amounts set forth in the notice; provided, however, that any holder of Preferred Stock who is not party to a Redemption Election may convert any or all of the shares owned by such holder into Common Stock in accordance with Section 5 at any time prior to the First Redemption Date. The Corporation, if advised before the First Redemption Date by written notice from any holder of record of Preferred Stock to be redeemed who is not a party to a Redemption Election, shall credit against the number of shares of Preferred Stock required to be redeemed from such holder, and shall not redeem, the number of shares of Preferred Stock which had been converted by such holder on or before such date and which had not previously been credited against any redemption. (c) If, on or before a redemption date, the funds necessary for such redemption shall have been set aside by the Corporation and deposited with a bank or trust company, in trust for the pro rata benefit of the holders of the Preferred Stock that has been called for redemption, then, notwithstanding that any certificates for shares that have been called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding from and after such redemption date, and all rights of any Requesting Holder holders of such shares so called for redemption shall forthwith, after such redemption date, cease and terminate with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a)such shares, except excepting only the right to receive the applicable Redemption Price per shareredemption funds therefor to which they are entitled. Any interest accrued on funds so deposited and unclaimed by stockholders entitled thereto shall be paid to such stockholders at the time their respective shares are redeemed or to the Corporation at the time unclaimed amounts are paid to it. In case the holders of Preferred Stock which shall have been called for redemption shall not, within six years after the final redemption date, claim the amounts so deposited with respect to the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company shall cease and terminate, be relieved of all responsibility in respect thereof to such holder and such holder shall look only to the Corporation for the payment thereof. Any funds so deposited with a bank or trust company which shall not be required for such redemption by reason of the exercise subsequent to the date of such deposit of the right of conversion of any shares or otherwise shall be returned to the Corporation forthwith. (d) If the Corporation for any reason fails to redeem any of the shares of Existing Senior Preferred Stock in accordance with Section 7(a) on or prior to the redemption dates determined in accordance with this Section 7, then, the Corporation shall no longer become obligated to pay, in addition to the redemption price specified in Section 7(a), interest on the unpaid balance of such price, which shall accrue at a rate of one percent (1%) per month until such price is paid in full. (For the purposes of this Section 7(d), shares of Preferred Stock for which funds have been set aside and deposited as provided in Section 7(c) shall be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been maderedeemed.) (ce) If the Requesting Holders elect funds of the Corporation legally available for redemption of shares of Preferred Stock on a redemption date are insufficient to exercise redemption rights hereunderredeem the total number of shares of Preferred Stock submitted for redemption, such Requesting Holders shall send notice those funds which are legally available will be used to redeem the maximum possible number of whole shares ratably among the holders of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporationshares. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the The shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which remain outstanding and entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Corporation may lawfully redeem are legally available for the redemption of such shares (pro rata according to the respective amounts which would of Preferred Stock, such funds will be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificateused, at the expense end of the Corporationnext succeeding fiscal quarter, a new certificate covering to redeem the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder balance of such shares, or such portion thereof for which funds are then legally available.

Redemption. (a) At Except as provided in the request next sentence, the Series B Preferred Units are not redeemable prior to April 19, 2017. Consistent with the provisions set forth in Article VII of the Existing Senior Majority (Articles of Amendment and Restatement of the “Requesting Holders”) made at any time on or after December 15Company, 2011however, the Corporation Partnership shall have the right to purchase the amount of Series B Preferred Units necessary to ensure that the Company remains qualified as a REIT for federal income tax purposes. On and after April 19, 2017, the Partnership, at its option, upon giving notice as provided below, may redeem on the Redemption DateSeries B Preferred Units, unless otherwise prevented by lawin whole or from time to time in part, for cash, at a redemption price of Twenty-five Dollars ($25.00) per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Preferred Unit, plus all accumulated and unpaid distributions on such Series B StockPreferred Units to, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amendednot including, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto date of such redemption (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase AgreementRedemption Right”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On If fewer than all of the outstanding Series B Preferred Units are to be redeemed pursuant to the Redemption Right, the Series B Preferred Units to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional units) or by lot or in such other equitable method prescribed by the Partnership. (c) Notwithstanding anything to the contrary contained herein, unless full cumulative distributions on all Series B Preferred Units shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, no Series B Preferred Unit may be redeemed unless all of the outstanding Series B Preferred Units are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase by the Partnership of Series B Preferred Units necessary to ensure that the Company remains qualified as a REIT for federal income tax purposes or the purchase or acquisition of Series B Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all of the Series B Preferred Units. In addition, unless full cumulative distributions on all Series B Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, the Partnership shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any Series B Preferred Units (except in accordance with the Partnership Agreement or by conversion into or exchange for Common Units or any other Partnership Units ranking junior to the Series B Preferred Units as to distributions and upon liquidation); provided, however, that the foregoing shall not prevent any purchase or acquisition of Series B Preferred Units for the purpose of preserving the Company’s status as a REIT or pursuant to a purchase or exchange offer made on the same terms to holders of all of the outstanding Series B Preferred Units. (d) Immediately prior to any redemption of Series B Preferred Units pursuant to the Series B Redemption Right, the Partnership shall pay, in cash, any accumulated and unpaid distributions to, but not including, the redemption date, unless a redemption date falls after a Distribution Record Date and prior to the corresponding Distribution Payment Date, in which case each holder of Series B Preferred Units at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such Series B Preferred Units on the corresponding Distribution Payment Date (including any accrued and unpaid distributions for prior periods) notwithstanding the redemption of such units before such Distribution Payment Date. Except as provided above, the Partnership will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series B Preferred Units for which a notice of redemption has been given. (e) The following provisions set forth the procedures for redemption pursuant to the Series B Redemption Right: (i) Notice of redemption shall be given to the respective holders of record of the Series B Preferred Units to be redeemed at their respective addresses as they appear on the unit transfer records of the Partnership. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series B Preferred Units except as to the holder to whom notice was defective or not given. (ii) In addition to any information required by law or by the applicable rules of any exchange upon which the Series B Preferred Units may be listed or admitted to trading, such notice shall state: (A) the redemption date; (B) the redemption price; (C) the number of Series B Preferred Units to be redeemed; (D) the place or places where the Series B Preferred Units, to the extent such units are certificated, are to be surrendered (if so required in the notice) for payment of the redemption price; and (E) that distributions on the Series B Preferred Units to be redeemed will cease to accumulate on such redemption date. If less than all of the Series B Preferred Units held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series B Preferred Units held by such holder to be redeemed. (iii) If the Partnership shall so require and the notice shall so state, on or after the redemption date, each holder of the Series B Preferred Units to be redeemed shall present and surrender any certificates representing such holder’s Series B Preferred Units to the Partnership at the place designated in the notice of redemption and thereupon the redemption price of such units (including all accumulated and unpaid distributions up to the redemption date) shall be paid to or on the order of the person whose name appears on such certificate evidencing the Series B Preferred Units as the owner thereof and each surrendered certificate shall be canceled. If fewer than all the units evidenced by any such certificate evidencing the Series B Preferred Units are to be redeemed, a new certificate shall be issued evidencing the unredeemed units. In the event that the units of Series B Preferred Units to be redeemed are uncertificated, such units shall be redeemed in accordance with the notice and the applicable procedures of any depository and no further action on the part of the holders of such units shall be required. (iv) From and after the Redemption Dateredemption date (unless the Partnership defaults in payment of the redemption price), all distributions on the Series B Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a)holders thereof, except the right to receive the applicable Redemption Price per shareredemption price thereof payable upon redemption without interest (including all accumulated and unpaid distributions to, but not including, the redemption date), shall cease and terminateterminate and such units shall not thereafter be transferred (except with the consent of the Partnership) on the Partnership’s unit transfer records, and such shares of Existing Senior Preferred Stock units shall no longer not be deemed to be outstandingoutstanding for any purpose whatsoever. At its election, whether the Partnership, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions to, but not including, the redemption date) of the Series B Preferred Units so called for redemption in trust for the holders thereof with a bank or not trust company, in which case the certificates representing such shares have been received by redemption notice to holders of the Corporation; provided, however, that, notwithstanding anything Series B Preferred Units to the contrary set forth herein, be redeemed shall (A) if state the Corporation defaults in date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the Redemption Paymentredemption price and (C) require such holders to surrender the certificates evidencing such units, to the extent such units are certificated, at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid distributions to, but not including, the rights redemption date). Any monies so deposited which remain unclaimed by the holders of the Requesting Holder with respect to its shares Series B Preferred Units at the end of Existing Senior Preferred Stock two years after the redemption date shall continue until the Corporation cures be returned by such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect bank or trust company to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madePartnership. (cf) If Subject to applicable law and the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (limitation on purchases when distributions on the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption NoticeSeries B Preferred Units are in arrears, the Corporation Partnership may, at any time and from time to time, purchase any Series B Preferred Units in the open market, by tender or by private agreement. (g) Any Series B Preferred Units that shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price at any time have been redeemed pursuant to the terms Redemption Right or otherwise acquired shall, after such redemption or acquisition, have the status of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior authorized but unissued Series B Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption DateUnits.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At The Series A Preferred Stock are redeemable for cash, at the request option of the Existing Senior Majority (the “Requesting Holders”) made at Corporation, in whole or in part, any time on or after December 15the date of issuance, 2011plus all accrued but unpaid dividends, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption following basis: (i) 110% of the purchase price per share equal to the Series C Original Purchase Price for of each share of Series C A Preferred Stock and Series B Original Purchase Price for if redeemed any time before the first twelve months of the date of issuance; and (ii) 105% of the purchase price of each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior A Preferred Stock on or after the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any first twelve months of the provisions in the this Certificate or any date of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateissuance. (b) On and after The Corporation shall mail the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send written notice of such election (the “Redemption Notice”) to each holder of record of Series A Preferred Stock at least thirty (30) days prior to any date stipulated by first-class, certified mail, return receipt requested, postage prepaid, the Corporation for the redemption of Series A Preferred Stock (the “Redemption Date”). The Redemption Notice shall state (i) the Redemption Date of such Series A Preferred Stock; (ii) the number of Series A Preferred Stock to be redeemed from the holder to whom the Redemption Notice is addressed; (iii) instructions for surrender to the Corporation Corporation, in the manner and at its principal the place designated of business a share certificate or share certificates representing the number of Series A Preferred Stock to any transfer agent be redeemed from such holder; and (iv) an indication as to the number of the Corporation. Within five Series A Preferred Stock to be redeemed. (5c) Business Days after Upon receipt of the Redemption Notice, the Corporation holder to whom the Redemption Notice is addressed shall notify have the option, at its sole election, to specify what portion of its Series A Shares called for redemption in writing all other Existing Senior the Redemption Notice shall be redeemed as provided in this Section 8 or converted into Common Stock in the manner provided in Section 6 hereof. (d) On or before the Redemption Date in respect of any Series A Preferred Stockholders Stock, each holder of the request by a Requesting Holder for the redemption of Existing Senior such Series A Preferred Stock (shall surrender the “Corporation Notice”). On required certificate or certificates representing the twentieth (20th) Business Day following Series A Preferred Stock to the date upon which Corporation, in the Corporation received manner and at the place designated in the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on and upon the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock Redemption Price for such Series A Shares shall be pro rata according to the respective amounts which would be made payable to the Existing Senior Preferred Stockholders in respect order of their shares of Existing Senior the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. If a certificate is surrendered and all the Series A Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock evidenced thereby are either not being redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificateare being converted into Common Stock, the Corporation shall issue cause the Series A Preferred Stock that are not being redeemed or shares of Common Stock that are being issued upon conversion, as applicable, to be registered in the names of the persons whose names appear as the owners on the respective surrendered certificate(s) and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering certificate(s) to such person representing the number of Series A Preferred Stock not being surrendered for redemption or shares of the Existing Senior Preferred Common Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesbeing issued upon conversion.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on On or after December 1531, 20112010, at the election of the holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Preferred Stock, the Corporation shall redeem on the shares of Preferred Stock held by such holders at the applicable Redemption Price (as defined below), the foregoing election shall be made by such holders giving the Corporation not less than thirty (30) days prior written notice, which notice shall set forth the date for such redemption (each a “Redemption Date”). Within ten (10) days after receipt of such notice, the Corporation shall provide written notice to all other holders of Preferred Stock notifying all such holders of such request for redemption. Notwithstanding the foregoing, holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Preferred Stock not subject to the redemption specified in any notice given pursuant to the first sentence of this Section 5(a) may thereafter require the Corporation to also redeem such Preferred Stock at such Redemption Date upon written notice to the Corporation within ten (10) days of receipt of such original notice from the Corporation. On each Redemption Date, the Corporation shall redeem all shares of Preferred Stock for a per share redemption price equal to the greater of (i) the applicable Senior Convertible Liquidation Amount or (ii) the amount received if each share of Preferred Stock was converted into Common Stock and such Common Stock was redeemed at its Going Concern Value (as defined in Section 5(c) hereof) (the applicable “Redemption Price”). On such Redemption Date, each holder of shares of Preferred Stock shall surrender the certificate evidencing such shares to the Corporation and shall thereupon be entitled to receive payment of the applicable Redemption Price. From and after such Redemption Date, unless otherwise prevented by law, at there shall have been a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus default in each case an amount equal to any declared payment or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt tender by the Corporation of notice of such breach from a holderthe aggregate Redemption Price, to accelerate all dividends on the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect cease to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such date. (b) On and after the Redemption Dateaccrue, all rights of any Requesting Holder the holders with respect to those such redeemed shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), (except the right to receive the applicable Redemption Price per share, upon surrender of their certificate) shall cease and terminate, and such shares shall not thereafter be transferred on the books of Existing Senior Preferred Stock shall no longer this Corporation or be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting outstanding for any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madepurposes whatsoever. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At Subject to the request limitations provided below in this Section 6(a), to the extent the Corporation shall have funds legally available therefor, the Series __ Preferred Stock shall be subject to redemption in whole or in part, at the option of the Existing Senior Majority (the “Requesting Holders”) made Corporation, at any time or from time to time, in cash at the Redemption Price (or such fraction or percentage thereof as may be applicable due to any prior partial redemption(s)), together with accrued and unpaid dividends to (and including) the date fixed for redemption. Notwithstanding the preceding, the Corporation shall be prohibited from redeeming any fractional shares of Series __ Preferred Stock remaining after the mandatory redemption of Series __ Preferred Stock on or after December 15the date of first issuance of such shares of Series __ Preferred Stock (collectively the date of issuance of any share of Series __ Preferred Stock, 2011the "INITIAL ISSUE DATE"), provided for in Section 6(b) below, for a period of one year from the Initial Issue Date. (b) To the extent the Corporation shall have funds legally available therefor, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for Initial Issue Date 90.9% of each share of Series C __ Preferred Stock issued on the Initial Issue Date. Such redemption shall be in cash at 90.9% of the Redemption Price. No accrued and Series B Original Purchase Price for each share unpaid dividends, if any, shall be paid. All remaining fractional shares of Series B __ Preferred Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereonthe extent not previously redeemed, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to shall be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5redeemed, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representationswhole, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holderCorporation, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which extent the Corporation shall have funds legally available therefor, on the right to cure such breach fifth anniversary of the Effective Date. Such redemption shall be deemed in cash at 9.1% of the Redemption Price (or such lower percentage of the Redemption Price as may be applicable due to have commenced on any prior redemption(s)), together with accrued and unpaid dividends to (and including) the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such datedate fixed for redemption. (bc) Notwithstanding anything to the contrary contained in these Articles Supplementary, no dividends shall be due and payable in respect of shares of Series __ Preferred Stock called for redemption pursuant to this Section 6 from and after the Dividend Declaration Date next preceding the redemption date with respect to such shares. On and after the Redemption Date, redemption date provided that the aggregate redemption price (including any accrued and unpaid dividends to (and including) the redemption date) for all rights of any Requesting Holder with respect to those shares of Existing Senior Series __ Preferred Stock being redeemed by called for redemption has been duly paid or deposited in trust for the Corporation pursuant to Section A.5(a)benefit of the holders of the Series __ Preferred Stock, except the right to receive the applicable Redemption Price per share, dividends shall cease and terminateto accrue on the Series __ Preferred Stock called for redemption, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the outstanding and all rights of the Requesting Holder with respect holders of such shares shall cease, except only the right to receive the monies (and Common Stock, if applicable) payable upon such redemption, without interest thereon, upon surrender of the certificates evidencing such shares. Any monies (and Common Stock, if applicable) deposited in trust by the Corporation and unclaimed at the end of two (2) years from the redemption date shall be repaid to the Corporation upon its written request, after which repayment the holders of shares of Existing Senior Series __ Preferred Stock so called for redemption shall continue until look only to the Corporation cures such default, and for the payment thereof. (Bd) without limiting Notice of any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect redemption pursuant to this Section 6 shall be given to the holders of shares of Existing Senior Series __ Preferred Stock not less than thirty (30) or more than forty-five (45) calendar days prior to the redemption date; PROVIDED, HOWEVER, that no notice of redemption shall be required to be given to the holders of shares of Series __ Preferred Stock in respect connection with the redemption on the Initial Issue Date of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder 90.9% of each share of Series __ Preferred Stock issued on the Initial Issue Date. Notice of redemption shall be accorded given by first class mail to each such holder's address as shown on the rights and benefits set forth in Section A.4 hereof in respect stock transfer books of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five and shall specify (5i) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption date; (ii) the total number of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Series __ Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares ; (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by lawiii) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Series __ Preferred Stock representing or fractions thereof to be redeemed from such holder; (iv) the unredeemed portion per share redemption price and the aggregate redemption price for all shares to be redeemed from such holder; (v) the place or places where certificates for shares of Series __ Preferred Stock are to be surrendered for payment of the Existing Senior redemption price; and (vi) that dividends on the shares of Series __ Preferred Stock certificateto be redeemed will cease to accrue on the redemption date. If less than all shares of Series __ Preferred Stock (or fractions thereof) then outstanding are to be redeemed, which new certificate shall entitle shares of Series __ Preferred Stock (or fractions thereof) will be redeemed PRO RATA from among the holder thereof to all the rights, powers and privileges holders of a holder shares of such sharesSeries __ Preferred Stock (or fractions thereof) then outstanding.

Redemption. (a) At The Corporation shall not redeem the request Series A Preferred Shares prior to December 1, 2017, except that the Corporation is required to redeem the Series A Preferred Shares in accordance with paragraph (b) of Section 3.5. On and after December 1, 2017, the Existing Senior Majority Corporation, at its option, upon not less than 30 nor more than 60 days’ written notice as contemplated by paragraph (e) of Section 3.5, may redeem the “Requesting Holders”) made Series A Preferred Shares, in whole or in part, at any time on or after December 15from time to time, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, for cash at a redemption price of $25.00 per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B StockA Preferred Share, plus in each case an amount equal to any declared or all accumulated accrued but and unpaid dividends thereonthereon (whether or not earned or declared) to, but excluding, the Call Date (subject to paragraph (h) of Section 3.5), without interest. If fewer than all of the Existing Senior outstanding Series A Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment Shares are to be made on redeemed, the Redemption Date is hereinafter referred number of shares to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among be redeemed will be determined by the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority shares may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach pro rata from any holder, if the Corporation shall not have notified the holders of record of such breach shares in proportion to the number of such shares held by such dateholders (with adjustments to avoid redemption of fractional shares) or by lot in an equitable manner determined by the Corporation. (b) On If a Change of Control occurs, then the Corporation or the acquiring entity in such Change of Control shall redeem the Series A Preferred Shares, in whole but not in part, within 120 days after the date on which the Change of Control occurs, for cash at a redemption price of $25.00 per Series A Preferred Share, plus all accumulated accrued and unpaid dividends thereon (whether or not earned or declared) to, but excluding, the Call Date (subject to paragraph (h) of Section 3.5), without interest. (c) With respect to a redemption pursuant to paragraph (a) of Section 3.5, unless all accumulated accrued and unpaid dividends on all Series A Preferred Shares and any other class or series of Parity Shares shall have been or contemporaneously are declared and paid in cash (or in the form of consideration for payment of dividends on any such Parity Shares) or declared and set apart for payment in cash for all past Dividend Periods and the then current Dividend Period, no Series A Preferred Shares or such Parity Shares shall be redeemed unless all of the outstanding Series A Preferred Shares and such Parity Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of the Series A Preferred Shares or such Parity Shares pursuant to a purchase or exchange offer made on the same terms to holders of all of the outstanding Series A Preferred Shares and such Parity Shares. Also with respect to a redemption pursuant to paragraph (a) of Section 3.5, unless all accumulated accrued and unpaid dividends on all Series A Preferred Shares and any other class or series of Parity Shares shall have been or contemporaneously are declared and paid in cash (or in the form of consideration for payment of dividends on any such Parity Shares) or declared and set apart for payment in cash for all past Dividend Periods and the then current Dividend Period, the Corporation shall not purchase or otherwise acquire directly or indirectly any Series A Preferred Shares or such Parity Shares (except by conversion into or exchange for Junior Shares and Parity Shares). (d) From and after the Redemption DateCall Date (unless the Corporation (or, if applicable, the acquiring entity) defaults in payment of the redemption price as contemplated by Section 3.5), all rights of any Requesting Holder with respect dividends will cease to those shares of Existing Senior accumulate on the Series A Preferred Stock being redeemed by the Corporation Shares called for redemption pursuant to Section A.5(a)3.5, except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, and all of the rights of the holders of such shares will terminate with respect to such shares, except the right to receive the redemption price and all accumulated accrued and unpaid dividends up to, but excluding, the Call Date, without interest (upon surrender and endorsement of their certificates, if so required in accordance with paragraph (g) of Section 3.5). (e) Notice of the redemption of any Series A Preferred Shares pursuant to Section 3.5 shall be mailed by first class mail to each holder of record of Series A Preferred Shares to be redeemed at the address of each such holder as shown on the Corporation’s share transfer books: (i) for a redemption pursuant to paragraph (a) of Section 3.5, at least 30 but not more than 60 days prior to the Call Date; and (ii) for a redemption pursuant to paragraph (b) of Section 3.5, not later than 20 days following the date on which a Change of Control occurs. Neither the failure to mail any notice required by this paragraph (e), 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 redemption with respect to the other holders. Any notice which was mailed in the 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 such mailed notice shall state, as appropriate: (1) the Call Date; (2) for a redemption pursuant to paragraph (a) of Section 3.5, the number of Series A Preferred Shares to be redeemed; (3) the redemption price of $25.00 per Series A Preferred Share plus accumulated accrued and unpaid dividends through, but excluding, the Call Date; (4) the place or places where any certificates for such shares, other than certificates issued as contemplated by Section 3.12, are to be surrendered for payment of the redemption price; (5) that dividends on the shares to be redeemed shall cease to accrue on such Call Date; and (6) any other information required by law or by the applicable rules of any exchange or national securities market upon which the Series A Preferred Shares may be listed or admitted for trading. In the case of a redemption pursuant to paragraph (a) of Section 3.5 in which fewer than all of the outstanding Series A Preferred Shares are to be redeemed, then the notice mailed pursuant to this paragraph (e) of Section 3.5 shall also specify the number of Series A Preferred Shares to be redeemed from each holder thereof. (f) The Corporation’s (or, if applicable, the acquiring entity’s) obligation to provide cash in accordance with Section 3.5 shall be deemed fulfilled if, on or before the Call Date, the Corporation (or such acquiring entity) shall irrevocably deposit funds necessary for redemption pursuant to Section 3.5), in trust for the holders of the Series A Preferred Shares so called for redemption pursuant to Section 3.5, with a bank or trust company that has, or is an affiliate of a bank or trust company that has, capital and surplus of at least $50,000,000, with irrevocable instructions that such cash be applied to the redemption of the Series A Preferred Shares so called for redemption, in which case the notice to holders of the Series A Preferred Shares will: (i) state the date of such deposit; (ii) specify the office of such bank or trust company as the place of payment of the redemption price; and (iii) require such holders to surrender any certificates representing such shares have been received shares, other than certificates issued as contemplated by Section 3.12, at such place on or about the date fixed in such redemption notice (which may not be later than the Call Date) against payment of the redemption price (including all accumulated accrued and unpaid dividends to the Call Date). No interest shall accrue for the benefit of the holders of Series A Preferred Shares to be redeemed on any cash so set aside by the Corporation; providedCorporation (or such acquiring entity). Subject to applicable escheat laws, however, that, notwithstanding anything any such cash unclaimed at the end of six months from the Call Date shall revert to the contrary set forth hereingeneral funds of the Corporation (or such acquiring entity), after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Corporation (Aor such acquiring entity) for the payment of such cash. (g) On or after the Call Date, each holder of Series A Preferred Shares that holds a certificate, other than certificates issued as contemplated by Section 3.12, must present and surrender (and properly endorse or assign for transfer, if the Corporation defaults in shall require and if the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior notice shall so state) each such certificate representing such holder’s Series A Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, Shares to the Corporation at its principal the place designated in the applicable notice and thereupon the redemption price of business such shares will be paid to or to any transfer agent on the order of the Corporationperson whose name appears on such certificate representing the Series A Preferred Shares as the owner thereof, and each surrendered certificate will be canceled. Within five (5) Business Days after receipt of the Redemption Notice, All Series A Preferred Shares redeemed by the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a)3.5, provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed otherwise acquired by the Corporation, shall be retired and restored to the status of authorized but unissued shares of undesignated Preferred Shares. (h) If the Corporation redeems any of the Series A Preferred Shares pursuant to Section 3.5 and, if the Call Date for such redemption occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, then the dividend payable on such Dividend Payment Date with respect to such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full price for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.

Redemption. (a) At The Corporation may redeem the request of the Existing Senior Majority (the “Requesting Holders”) made Series A Preferred Stock in whole at any time on or after December in part from time to time upon not less than five (5) nor more than fifteen (15, 2011, ) days' prior written notice at the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to one and no/100 dollars ($1.00), plus accrued dividends to the Series C Original Purchase Price date of redemption (the "Redemption Price"). The Corporation is not required to provide for each share the redemption of any shares of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior A Preferred Stock outstanding at through the time that such request operation of a sinking fund. (b) The date on which the Corporation is made. The total sum payable per share of Existing Senior to redeem any Series A Preferred Stock on the Redemption Date pursuant to Paragraph 5(a) of this Statement of Designation is hereinafter referred to as the “"Redemption Price,” and the payment Date" with respect to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Series A Preferred Stock held by them (less to be redeemed on such date. From and after the close of business on the business day immediately preceding the Redemption Date, any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation of Series A Preferred Stock as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the exercised its right to cure such breach of redemption shall be deemed cease to have commenced on any voting, dividend or other rights, and the tenth day after the occurrence holder of such breach, irrespective of notice of such breach from any holder, if the Corporation shares shall not only have notified the holders of such breach by such date. (b) On and after the Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive payment of the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the CorporationPrice; provided, however, that, notwithstanding anything to the contrary set forth herein, (Athat this Paragraph 5(b) shall not apply if the Corporation defaults shall default in the payment of the Redemption PaymentPrice. (c) In the event that the Corporation redeems only a portion of the Series A Preferred Stock, the rights Corporation shall redeem such shares in a manner which approximates a prorata redemption of the Requesting holders of the Series A Preferred Stock, and, in making such redemption, the Corporation may fully redeem holders of Series A Preferred Stock whose holdings are insubstantial relative to the number of Series A Preferred Stock being redeemed. (i) In the event that, for any period of five (5) consecutive trading days (a "Low Price Period") commencing after the IPO Date, the average last reported price of the Common Stock (or the low bid price for any day on which there are no reported sales of Common Stock) is less than one-third (1/3) of the IPO Price (as adjusted pursuant to Paragraph 4(e)(i), (ii) and (iii) of this Statement of Designation), then either (A) The Corporation may, within five (5) trading days after the end of any Low Price Period, redeem all, and not less than all, of the then outstanding shares of Series A Preferred Stock pursuant to Paragraph 5(a) of this Statement of Designation, or (B) Any holder of Series A Preferred Stock may, on written notice (the "Holder Notice") to the Corporation given within five (5) trading days after the end of any Low Price Period, require the Corporation to redeem all of such holder's shares of Series A Preferred Stock at the Redemption Price. (ii) If any holder of Series A Preferred Stock shall give the Holder Notice pursuant to Paragraph 5(d)(i)(B) of this Statement of Designation, the Corporation shall redeem all of such holder's shares of Series A Preferred Stock not later than fifteen (15) days after the Holder Notice is given. (iii) The right of the Corporation to redeem the Series A Preferred Stock pursuant to Paragraph 5(d)(i)(A) of this Statement of Designation shall be in addition to its right to redeem the Series A Preferred Stock pursuant to Paragraph 5(a) of this Statement of Designation. (iv) In the event that the Corporation redeems the Series A Preferred Stock pursuant to this Paragraph 5(d), the right of the holders of the Series A Preferred Stock to convert their shares of Series A Preferred Stock shall terminate on the date the holders receive such notice of redemption. In the event that any holder of Series A Preferred Stock shall give the Holder Notice, such holder's right to convert the Series A Preferred Stock shall terminate on the date the Holder Notice is given. (v) In the event that the Corporation fails to pay the Redemption Price with respect to its shares of Existing Senior any redemption pursuant to this Paragraph 5(d), the Corporation's right to redeem the Series A Preferred Stock shall continue until terminate; however, the right of the holders of the Series A Preferred Stock and the obligations of the Corporation cures such default, and (B) without limiting to redeem shares of Series A Preferred Stock following any Holder Notice shall continue as provided in this Paragraph 5(d). Such right shall be in addition to any other right any holder may have, including the right to enforce payment by the Corporation of the Redemption Price. (e) If (i) any holder of Series A Preferred Stock has demand registration rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Series A Preferred Stock in respect of which no Redemption Payment and/or the Common Stock issued or issuable upon conversion thereof (the "Conversion Shares") and the Corporation shall have failed to register such shares pursuant to an effective registration statement under the Securities Act, within six (6) months after a demand for registration has been received made by the holder or (ii) the Corporation shall have registered such shares of Series A Preferred Stock and/or Conversion Shares pursuant to the Securities Act, but, for any reason, the registration statement shall cease to be current and effective for a Requesting Holderperiod of more than thirty (30) days, such Requesting Holder shall be accorded the rights and benefits set forth then in Section A.4 hereof in respect either of such remaining sharescases, as if no prior redemption request had been madeany holder may, on thirty (30) days written notice ("Redemption Demand Notice") to the Corporation, require the Corporation to redeem the Series A Preferred Stock at the Redemption Price. The Corporation shall pay the Redemption Price with respect to such shares of Series A Preferred Stock within fifteen (15) days after the Redemption Demand Notice is given. (cf) If In the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to event that the Corporation at its principal place fails to pay the Redemption Price when due pursuant to this Paragraph 5, if any holder of business Series A Preferred Stock commences litigation against the Corporation or otherwise engages counsel in order to any transfer agent of the Corporation. Within five (5) Business Days after receipt enforce payment of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption NoticePrice, the Corporation shall pay each holder for all reasonable costs and expenses of Existing Senior collection, including, without limitation, reasonable attorneys' fees and expenses. (g) If any dividends on Series A Preferred Stock the applicable Redemption Price pursuant are in arrears, no purchase or redemption shall be made of any stock ranking junior to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior on a parity with Series A Preferred Stock as to be redeemed. Such payment date shall be referred dividends or upon liquidation (other than a purchase or redemption made by issuance for delivery of such junior stock); provided, however, that any monies theretofore deposited in any sinking fund with respect to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date Corporation in compliance with the provisions of such sinking fund thereafter may be applied to the purchase or redemption of such Preferred Stock in accordance with the terms of such sinking fund regardless of whether at the time of such application full cumulative dividends upon shares of Series A Preferred Stock outstanding to the end of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of last completed dividend period shall have been paid or declared and set aside for payment; and provided, further, however, that the number of shares covered by a Existing Senior Preferred Stock certificate, foregoing shall not prevent the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number purchase of shares of the Existing Senior Preferred Stock representing ranking on a parity with Series A Preferred Stock as to dividends and upon liquidation, dissolution or winding up pursuant to a purchase or exchange offer made on the unredeemed portion same terms to the holders of all the outstanding Preferred Stock so ranking on a parity with Series A Preferred Stock, including the holders of the Existing Senior Series A Preferred Stock certificateStock, which new certificate shall entitle the holder thereof as to all the rightsdividends and upon liquidation, powers and privileges dissolution of a holder of such shareswinding up.

Redemption. 6.1 Redemption at the Option of Holder. (a) At Subject to the request rights of any class or series of stock of the Existing Senior Majority (Company ranking, as to dividends or upon dissolution, liquidation or winding up, on a parity with the “Requesting Holders”) made Series C Preferred Stock, at any time on or after December 15, 2011, the Corporation shall redeem on second anniversary of the Redemption Original Issue Date, unless otherwise prevented by laweach holder of the Series C Preferred Stock shall have the right to compel the Company to redeem (the "Redemption Right"), to the extent funds are legally available therefor, all but not less than all of such holder's shares of Series C Preferred Stock at a redemption price per share equal to the Series C Original Purchase Redemption Price (as adjusted for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stockany stock dividends, combinations or splits [excluding the reverse split contemplated by the Company to occur during 1997] with respect to such shares) plus in each case an amount equal to any all declared or accrued accumulated but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that on such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateshares. (b) On and after Any holder requesting redemption (the "Requesting Holder") shall give written notice thereof (the "Redemption Notice") to the Company at least 90 days prior to the requested date of the redemption (the "Redemption Date, all rights "). Such Redemption Notice shall state the number of any Requesting Holder with respect to those shares of Existing Senior Convertible Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), except the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been maderedeemed. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days 10 days after receipt of the Redemption Notice, the Corporation Company shall notify in writing give notice of any requested redemption by mail, postage prepaid, to all other Existing Senior Preferred Stockholders holders of record of the request by a Series C Preferred Stock other than the Requesting Holder for Holder, such notice to be addressed to each holder at the address as it appears on the stock transfer books of the Company and to specify the date of the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior holder requested to be redeemed. Each of the other holders of Series C Preferred Stock representing shall have the unredeemed portion right to exercise the Redemption Right and compel the Company to purchase all of such holder's shares of Series C Preferred Stock at the Redemption Price on the Redemption Date by delivery of a Redemption Notice to the Company within 10 days after receipt of notice of the Existing Senior Preferred Stock certificaterequested redemption from the Company. On or prior to the Redemption Date, which each holder requesting redemption shall surrender his certificate for the number of shares to be redeemed as stated in the Redemption Notice. If less than all of the shares represented by such certificates are redeemed, a new certificate shall entitle forthwith be issued for the holder thereof shares that are not redeemed. EXHIBIT A (d) For the purpose of determining whether funds are legally available for redemption of shares of Series C Preferred Stock as provided in this Subsection 6.1, the Company shall value its assets at the highest amount permissible under applicable law. If the funds of the Company legally available for redemption on any Redemption Date are insufficient to redeem the total number of shares requested to be redeemed on such date, those funds which are legally available shall, subject to the rights of any class or series of stock of the Company ranking, as to dividends or upon dissolution, liquidation or winding up, on a parity with the Series C Preferred Stock, be used to redeem the maximum possible number of shares requested to be redeemed ratably among the holders of shares of Series C Preferred Stock requested to be redeemed based upon the aggregate Series C Redemption Price of such shares held by each such holder. The shares of Series C Preferred Stock not redeemed shall remain outstanding and entitled to all the rightsrights and preferences provided herein. The redemption requirements provided hereby shall be continuous, powers and privileges so that at any time thereafter when additional funds of a the Company are legally available for redemption of Series C Preferred Stock, such funds shall immediately be used to redeem the balance of any Series C Preferred Stock which the Company has become obligated to redeem on any Redemption Date but which it has not redeemed, without further action by any holder of such sharesSeries C Preferred Stock.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15and from time to time beginning 36 months from the date hereof, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right option to cure such breach redeem all, or any portion of, the Preferred Shares for the following prices plus the payment of all accrued and unpaid dividends: Date Redeemed Price ------------- ----- On or after the first day of the 104% of the Current Face Value 36th month following the date hereof and continuing through and including the last day of the 48th month following the date hereof On or after the first day of the 102% of the Current Face Value 49th month following the date hereof and continuing through and including the last day of the 60th month following the date hereof On or after the first day of the 100% of the Current Face Value 61st month following the date hereof If less than all of the outstanding Preferred Shares are called for redemption pursuant to this section, Preferred Shares shall be deemed to have commenced redeemed, if applicable, on a pro rata basis among the tenth day after the occurrence holders thereof. Each holder of such breach, irrespective of Preferred Shares will be given notice of such breach from any holder, if the Corporation redemption pursuant to Section VII(b) and shall not have notified the holders right to convert the Preferred Shares into shares of Common Stock until after the Redemption Date specified in such breach by such datenotice. (b) On Notice of redemption of the Preferred Shares, specifying the redemption date and after place of redemption, shall be given by first class mail to each holder of record of the Preferred Shares to be redeemed, at his address of record, not less than 30 nor more than 60 calendar days prior to the date upon which the Corporation shall redeem the Preferred Shares (the "Redemption Date"). Each such notice shall also specify the redemption price applicable to the shares to be redeemed. If less than all the Preferred Shares owned by such holder are then to be redeemed, the notice shall also specify the number of Preferred Shares thereof which are to be redeemed and the fact that a new certificate or certificates representing any unredeemed Preferred Shares shall be issued without cost to such holder. (i) If notice of redemption of the Preferred Shares having been given as provided in this Section VII(b), then unless the Corporation shall have defaulted in the payment of the redemption price and all accrued and unpaid dividends (whether or not declared), all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), holders thereof (except the right to receive the applicable Redemption Price per share, shall cease redemption price and terminate, all accrued and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstandingunpaid dividends, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (Adeclared) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder shall cease with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation such Preferred Shares shall promptly advise each holder of Existing Senior Preferred Stock of not, after the Redemption Date or Date, be deemed to be outstanding and shall not have the status of Preferred Shares. In case fewer than all the relevant facts applicable thereto preventing Preferred Shares represented by any such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporationcertificate are redeemed, a new certificate covering the number of shares of the Existing Senior Preferred Stock shall be issued representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle Shares without cost to the holder thereof thereof. (ii) Preferred Shares are not subject or entitled to all the rights, powers and privileges benefit of a holder of such sharessinking fund.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to Except as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (iSection 6(l) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amendedhereof, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among Units may not be redeemed at the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing option of the Prior CertificatePartnership, and will not be required to be redeemed or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured repurchased by the 60th day after receipt Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) hereof. The Partnership or the Previous General Partner may purchase Preferred Units from time to time in the open market, by the Corporation of notice of such breach from a holdertender or exchange offer, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware in privately negotiated purchases or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such dateotherwise. (b) On and or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (any Preferred Units tendered for Redemption being hereafter “Tendered Units”) in exchange (a “Redemption”) for Common Shares or Preferred Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, all rights of any Requesting Holder with respect to those shares of Existing Senior Preferred Stock being redeemed as determined by the Corporation Partnership in its sole discretion. Any Redemption shall be exercised pursuant to Section A.5(a), except a Notice of Redemption delivered to the right to receive the applicable Redemption Price per share, shall cease and terminate, and such shares of Existing Senior Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received General Partner by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of Qualifying Party when exercising the Redemption Payment, right (the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made“Tendering Party”). (c) If the Requesting Holders elect Partnership elects to redeem Tendered Units for Common Shares or Preferred Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such Common Shares or Preferred Shares to the Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise redemption rights hereunderof its Redemption right, and (ii) such Requesting Holders transaction shall send notice be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for Common Shares or Preferred Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for Common Shares or Preferred Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the Previous General Partner in exchange for (i) a number of Common Shares equal to the Common Shares Amount for such number of Tendered Units, (ii) if (x) the Notice of Redemption for such Tendered Units is received by the General Partner after the second (2nd) anniversary of the Tendering Party becoming a holder of such Preferred Units and (y) the Preferred Shares are then listed on the New York Stock Exchange or another national securities exchange, a number of Preferred Shares equal to such number of Tendered Units, or (iii) any combination of (i) and (ii). The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The Common Shares or Preferred Shares shall be delivered by the Previous General Partner as duly authorized, validly issued, fully paid and non-assessable shares, free of any pledge, lien, encumbrance or restriction other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Previous General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such Common Shares or Preferred Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such Common Shares or Preferred Shares for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Notice”Date. Common Shares or Preferred Shares issued upon an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have no obligation to effect any redemption unless and until a Tendering Party has given the Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by first-class, certified hand delivery or by first class mail, return receipt requested, postage prepaid, to Apartment Income REIT, L.P., c/o AIR-GP, Inc., 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attention: Investor Relations, or to such other address as the Corporation at Partnership shall specify in writing by delivery to the holders of the Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption Date for any Redemption, any holder may revoke its principal place Notice of Redemption. (e) A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date for such distribution precedes or coincides with such delivery of the Notice of Redemption. If the Partnership elects to redeem any number of Tendered Units for cash, the Cash Amount for such number of Tendered Units shall be delivered as a certified check payable to the Tendering Party or, in the General Partner’s sole and absolute discretion, in immediately available funds. (f) In the event that the Partnership declines to cause the Previous General Partner to acquire all of the Tendered Units from the Tendering Party in exchange for Common Shares or Preferred Shares pursuant to this Section 6 following receipt of a Notice of Redemption (a “Declination”): (1) The Previous General Partner or the General Partner shall give notice of such Declination to the Tendering Party on or before the close of business or on the Cut-Off Date. (2) The Partnership may elect to any transfer agent raise funds for the payment of the Corporation. Within five Cash Amount either (5a) Business Days after by requiring that the Previous General Partner contribute such funds from the proceeds of a registered public offering (a “Public Offering Funding”) by the Previous General Partner of a number of Common Shares or Preferred Shares (“Registrable Shares”) equal to the Common Shares or Preferred Shares Amount with respect to the Tendered Units or (b) from any other sources (including, but not limited to, the sale of any Property and the incurrence of additional Debt) available to the Partnership. (3) Promptly upon the General Partner’s receipt of the Notice of Redemption Noticeand the Previous General Partner or the General Partner giving notice of the Partnership’s Declination, the Corporation General Partner shall notify in writing all other Existing Senior Preferred Stockholders of the request by give notice (a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Single Funding Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the to all Qualifying Parties then holding Preferred Units and having Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price rights pursuant to the terms this Section 6 and require that all such Qualifying Parties elect whether or not to effect a Redemption of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior their Preferred Stock Units to be redeemedfunded through such Public Offering Funding. Such payment date In the event that any such Qualifying Party elects to effect such a Redemption, it shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, give notice thereof and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, Units to be made subject thereon in writing to the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares.General Partner within ten

Redemption. (a) At The Corporation shall be obligated to redeem the request Series A Preferred as follows: (i) On the later to occur of (A) January 7, 2010 and (B) the six month anniversary of the Existing Senior Majority maturity date (or any extensions thereof) of the “Requesting Holders”) made at any time on or after December 15credit facility of the Corporation (such date, 2011the "Redemption Date"), the Corporation shall, to the extent it may lawfully do so, redeem all of the then outstanding Series A Preferred by paying in cash in exchange for the shares of Series A Preferred to be redeemed on such Redemption Date a sum equal to the Original Issue Price per share of Series A Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the filing date hereof) plus accumulated but unpaid dividends with respect to such shares (the "Redemption Amount"); provided, that if, on the 60th day prior to the Redemption Date (the "Additional Conversion 24 Date"), the Current Market Value (or the Fair Market Value in the event that the Common Stock is not publicly traded on the American Stock Exchange or other national securities exchange) is greater than the Redemption Amount, then all of the outstanding shares of Series A Preferred shall redeem be automatically converted to Common Stock in accordance with Section 5(e) hereof on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior amount to be paid for the Series A Preferred Stock on the Redemption Date is hereinafter referred to as the “"Redemption Price,” and ." (ii) At least thirty (30) days but no more than sixty (60) days prior to the payment Redemption Date, the Corporation shall send a notice (a "Redemption Notice") to all holders of Series A Preferred to be made on redeemed setting forth (A) the Redemption Price for the shares to be redeemed; and (B) the place at which such holders may obtain payment of the Redemption Price upon surrender of their share certificates. If the Corporation does not have sufficient funds legally available to redeem all shares to be redeemed at the Redemption Date is hereinafter referred (including, if applicable, those to as be redeemed at the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any option of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”Corporation), then upon any it shall so notify such breach holders and shall redeem such shares pro rata (based on the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity portion of the rights of all of aggregate Redemption Price payable to them) to the holders under this Section A.5(a) extent possible and cause shall redeem the immediate redemption of all of the remaining shares of Existing Senior Preferred Stock held by them (less any shares that the Corporation is prevented by law from redeeming, which shall to be redeemed by the Corporation as soon as permitted under law). With respect to a breach of which the Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the tenth day after the occurrence of such breach, irrespective of notice of such breach from any holder, if the Corporation shall not have notified the holders of such breach by such datesufficient funds are legally available. (b) On and or after each the Redemption Date, each holder of shares of Series A Preferred to be redeemed shall surrender such holder's certificates representing such shares to the Corporation in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to 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 less than all the shares represented by such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after such Redemption Date, unless there shall have been a default in payment of the Redemption Price or the Corporation is unable to pay the Redemption Price due to not having sufficient legally available funds, all rights of any Requesting Holder with respect to those the holder of such shares as holder of Existing Senior Series A Preferred Stock being redeemed by the Corporation pursuant to Section A.5(a), (except the right to receive the applicable Redemption Price per sharewithout interest upon surrender of their certificates), shall cease and terminateterminate with respect to such shares; provided that in the event that shares of Series A Preferred are not redeemed due to a default in payment by the Corporation or because the Corporation does not have sufficient legally available funds, and such shares of Existing Senior Series A Preferred Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to its shares of Existing Senior Preferred Stock shall continue until the Corporation cures such default, remain outstanding and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to the shares of Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded entitled to all of the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been madepreferences provided herein until redeemed. (c) If In the Requesting Holders elect to exercise event of a redemption rights hereunderof any shares of Series A Preferred, the Conversion Rights (as defined in Section 5) for such Requesting Holders Series A Preferred shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, terminate as to the Corporation shares designated for redemption at its principal place the close of business or to any transfer agent of on the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on last business day preceding the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders unless default is made in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares, and any shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such shares). The Corporation shall redeem (to the extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock payment of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Upon redemption of only a portion of the number of shares covered by a Existing Senior Preferred Stock certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such Existing Senior Preferred Stock certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed portion of the Existing Senior Preferred Stock certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such sharesPrice.