Common use of Right of Redemption Clause in Contracts

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.

Right of Redemption. The Obligor Other than as hereinafter set out, the Debentures may not be redeemed at the election of the Company. Upon the occurrence of a Redemption Tax Event, the Company may, at its option shall have the rightoption, with three (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common StockDebentures upon notice as set forth in Section 1105, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Price"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at plus any accrued and unpaid interest to the Redemption Amount Date and the remaining fifty percent (50%) at the greater of any Additional Amounts owed on such interest; provided that (i) no such notice of redemption may be given earlier than 60 Business Days prior to the Redemption Amount earliest date on which the Company would be obligated to pay any such Additional Amounts were a payment in respect of the Debentures then due, and (ii) at the market value time such notice is given, the circumstances creating the obligation to pay such Additional Amounts remain in effect. Prior to the giving of this Debenture's underlying common stock on an as converted basis utilizing any such notice of redemption, the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall Company must deliver to the Holder (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right to the Company so to redeem have occurred, (ii) a Board Resolution to the effect that the Board has concluded that the Additional Amounts are or would be more than a de minimis amount and such obligations cannot be avoided by the Company taking reasonable measures available to it, and (iii) an Opinion of Counsel acceptable to the Holder, acting reasonably, to the effect that the Company has or would become obligated to pay any Additional Amounts as a result of the Redemption Amount on Tax Event. The Company's right to redeem the third (3rd) business day after Debentures shall continue as long as the Redemption Notice. Notwithstanding the foregoingCompany is obligated to pay such Additional Amounts, in the event notwithstanding that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant Company shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Datemade payments of Additional Amounts.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that the Closing Bid Price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, the . The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five one hundred thousand (25,000100,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANTWarrant") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent equal to the Fixed Conversion Price (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per sharedefined herein). The Warrant shall have "piggy-back" and demand registration rights and shall survive for three five (35) years from the Closing Date. Notwithstanding the foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three business day period.

Right of Redemption. The If the closing bid price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Conversion Price, the Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay Date or any Scheduled Payment date in an amount equal to the principal amount outstanding and accrued interest being redeemed redeemed, plus a redemption premium equal to eight of twenty percent (820%) ("Redemption Premium") of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. In the event that the Obligor redeems a portion of the amount outstanding under this Debenture, or the Holder converts a portion of the principal amount outstanding and accrued interest under this Debenture as contemplated herein, the Obligor shall be entitled to an off-set of the amount of principal and accrued interest due pursuant to the Schedule Payment equal to the amount of principal and accrued interest redeemed or converted (the "Off-Set Amount"). In such event the Obligor shall still be obligated to make a Scheduled Payment reduced by the Off-Set Amount as contemplated hereunder. Notwithstanding the foregoing, foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall still be permitted entitled to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture effectuate Conversions as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Datecontemplated hereunder.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $[____] (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $[____] per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant Ordinary Shares shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock listed or quoted for trading on the Closing DateTrading Market, as quoted by Bloomberg(4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, LP, per share. The and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall have "piggy-back" registration rights and shall survive for three (3not cause a breach of any provision of Section 2(e) years from the Closing Dateherein.

Right of Redemption. The Obligor Company may, at its option shall have the rightoption, with three redeem (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price provided that at the time of first publication of notice of redemption it is not in default in the payment of any Senior Indebtedness and that at such time the making of such redemption would not result in a default in any covenant contained in any indenture or other instrument pursuant to which Senior Indebtedness is outstanding) the Bonds, at any time as a whole or from time to time in part as set forth herein for a "Redemption Notice, the Obligor shall pay an amount Price" equal to the principal amount being redeemed plus a redemption premium equal to eight one hundred twenty percent (8120%) of the then principal amount being of the Bonds plus, in each case, any interest accrued on the Bonds so redeemed to the Redemption Date, exclusive of installments of interest whose Stated Maturity is on or prior to the Redemption Date, payment of which shall have been made or duly provided for to the registered Holders of Bonds on the relevant Record Dates in accordance with Section 307. Such redemption right may be exercised from and after the date on which the Sale Price per share of Common Stock for any twenty ("REDEMPTION PREMIUM"), and accrued interest, 20) consecutive Trading Days equaled or exceeded four dollars (collectively referred to as $4.00) per share (the "REDEMPTION AMOUNTRedemption Xxxx"). In If the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of Company (i) the Redemption Amount and subdivides its outstanding shares of Common Stock, (ii) the market value pays a dividend in shares of this Debenture's underlying common Common Stock or makes a distribution on its Common Stock in shares of Common Stock, or (iii) issues by reclassification of its Common Stock any shares of capital stock on an as converted basis utilizing the Closing Bid Price of the Company's , the Redemption Xxxx shall be proportionately decreased. If the Company combines the outstanding shares of Common Stock Stock, then the Redemption Xxxx shall be proportionately increased. Any adjustment shall be effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, reclassification or combination. Notice of any redemption shall be mailed by first-class mail, postage prepaid to the registered Holders of the Bonds designated for redemption at their addresses as the same shall appear on the day Bond Register not less than fifteen (15) days but not more than sixty (60) days prior to the Redemption Date, subject to all the conditions and provisions of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateIndenture.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $8.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its sole option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.01 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE")notice, to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity DateDate or any Scheduled Payment date. If In the event that the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, Stock on any date that the Obligor provides advance written notice of redemption or on the date redemption is less made is greater than the Fixed Conversion Price at the time of the Redemption Noticethen in effect, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight of twenty percent (820%) ("Redemption Premium") of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, in addition to such redemption (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. In the event that the Obligor redeems a portion of the amount outstanding under this Debenture, or the Holder converts a portion of the principal amount outstanding and accrued interest under this Debenture as contemplated herein, the Obligor shall be entitled to an off-set of the amount of principal and accrued interest due pursuant to the Schedule Payment equal to the amount of principal and accrued interest redeemed or converted (the "Off-Set Amount"). In such event the Obligor shall still be obligated to make a Scheduled Payment reduced by the Off-Set Amount as contemplated hereunder. Notwithstanding the foregoing, foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall still be permitted entitled to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture effectuate Conversions as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Datecontemplated hereunder.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $[____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its sole option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $[___ per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount closing price of the Common Stock for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date), exceeds $13.20 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) on each Trading Day during the market value measurement Period, the dollar trading volume for each Trading Day during such period exceeds $250,000 per Trading Day, and (iii) the Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.001 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $8.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $8.50 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, the . The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture Debenture as outlined herein, the Holder shall also receive from the Obligor, on the date of payment of the Redemption Amount, a warrant to purchase twenty five thousand one million (25,0001,000,000) shares (as adjusted for splits, reverse splits, stock dividends, share combinations and the like) of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) (or portion thereof) redeemed, pro rata. rata (the "WARRANTRedemption Warrant") ). The Redemption Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five ten percent (105110%) of the Closing Bid Price per share of the ObligorCompany's Common Stock on the Closing date the Obligor provides the Redemption Notice (the "Redemption Notice Date"), as quoted by Bloomberg, LP, per share. The shares issuable upon exercise of the Redemption Warrants (the "Redemption Warrant Shares") shall have "piggy-back" and demand registration rights as to the shares underlying the Redemption Warrant, and shall survive for three five (35) years from the Closing Date.Redemption Notice Date and the Redemption Warrants shall be in the form attached as Exhibit I to the Securities Purchase Agreement. This Debenture is subject to the following additional provisions:

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $18.12 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $18.12 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. Except as otherwise provided below, the Notes will not be redeemable at the option of the Company before June 15, 2012. Thereafter, the Notes will be redeemable, at the option of the Company, in whole or in part, at any time or from time to time on and prior to maturity. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 10.05. The Obligor Notes will be so redeemable at the following Redemption Prices (expressed as a percentage of principal amount on the relevant Redemption Date), plus accrued and unpaid interest to the relevant Redemption Date, if redeemed during the twelve-month period commencing on June 15 of the years set forth below: Year Redemption Price 2012 103.438 % 2013 102.292 % 2014 101.146 % 2015 and thereafter 100.000 % Prior to June 15, 2010, the Company may, at its option shall have the rightoption, with three (3) business days advance written notice (the "REDEMPTION NOTICE")on any one or more occasions, redeem up to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price 35% of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time aggregate principal amount of the Notes (including any Additional Notes issued after the Issue Date) at a Redemption Notice, the Obligor shall pay an amount Price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 106.875% of the principal amount being redeemed ("REDEMPTION PREMIUM")thereof, plus accrued and accrued interestunpaid interest thereon to, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at but not including, the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoingDate, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either with all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive net proceeds of one or more sales (other than to a warrant to purchase twenty five thousand (25,000) shares Subsidiary or Joint Venture of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to June 15, 2012, the Company may also redeem, in whole or in part, the Notes at a Redemption Price equal to 100% of the principal amount of Notes to be redeemed, pro rata. plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon to, but not including, the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) Redemption Date, subject to the rights of the Closing Bid Price of the Obligor's Common Stock Holders on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from relevant record date to receive interest due on the Closing relevant Interest Payment Date.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount closing price of the Common Stock for each of 10 consecutive Trading Days (the “ Measurement Period ”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date), exceeds $9.30 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) on each Trading Day during the market value measurement Period, the dollar trading volume for each Trading Day during such period exceeds $250,000 per Trading Day, and (iii) the Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “ Redemption Right ”) for consideration equal to $0.001 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “ Redemption Price ”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “ Redemption Notice ”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “ Redemption Date ”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that the Closing Bid Price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, the . The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. rata (the "WARRANTWarrant") The ). Provided that the shares of the Company's Common Stock underlying the Warrant are registered pursuant to an effective registration statement the Warrant shall be exercisable on a "cash basis" and otherwise the Warrant shall be exercisable on a "cashless basis". The Warrant shall have an exercise price of the of one hundred five twenty percent (105120%) of the Closing Bid Price of the ObligorCompany's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" and demand registration rights and shall survive for three five (35) years from the Closing Date. Notwithstanding the foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three business day period.

Right of Redemption. The Obligor at its option shall have At any time prior to December 6, 2023, the rightCo-Issuers may on one or more occasions redeem the Notes, with three (3) business days advance written in whole or in part, upon not less than 15 nor more than 60 days’ prior notice (the "REDEMPTION NOTICE")delivered electronically to each Holder or mailed by first-class mail, postage prepaid, to redeem a portion or all amounts outstanding under this Debenture prior each Holder of the Notes to the Maturity Date. If address of such Holder appearing in the Closing Bid Price of Note Register, in each case with a copy to the Obligor's Common StockTrustee, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount a redemption price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount being of Notes redeemed ("REDEMPTION PREMIUM")plus the Applicable Premium as of, and accrued interestand unpaid interest and Additional Amounts, if any, to, but excluding, the date of redemption (collectively referred the “Redemption Date”), subject to as the "REDEMPTION AMOUNT"rights of Holders on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date. On and after December 6, 2023 (the “First Call Date”). In , the event Co-Issuers may on one or more occasions redeem the Closing Bid Price Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first class mail, postage prepaid, to each Holder of the Obligor's Common Stock is above Notes to the Fixed Price at address of such Holder appearing in the time of Note Register, in each case with a Redemption Notice copy to the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture Trustee, at the Redemption Amount Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the remaining fifty percent (50%) at applicable Redemption Date, subject to the greater right of (i) Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Amount and (ii) Date, if redeemed during the market value twelve-month period beginning on December 6 of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price each of the Company's Common Stock years indicated below: Year Percentage 2023 102.8125 % 2024 101.4063 % 2025 and thereafter 100.000 % In addition, prior to December 6, 2023, the Co-Issuers may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 105.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the day relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Redemption Notice. The Obligor shall deliver Issuer or any direct or indirect parent of the Issuer to the Holder extent such net cash proceeds are contributed to the Redemption Amount on Issuer; provided that at least 50% of the third (3rd) business day aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the Redemption Notice. Notwithstanding the foregoingoccurrence of each such redemption; provided, in the event further, that the Obligor has elected to redeem a portion each such redemption occurs within 180 days of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion date of this Debenture during closing of each such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateEquity Offering.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $0.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.01 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor Not less than all of the outstanding Warrants may be redeemed, at its the option shall have of the rightCompany, with three at any time following the first anniversary of closing of the Offering and prior to the Expiration Date, at the office of the Warrant Agent, upon the notice referred to in Section 9.2, at the price of $0.01 per Warrant (3subject to adjustment proportionate to any adjustment to the Exercise Price pursuant to Section 5.2) business days advance written notice (the "REDEMPTION NOTICERedemption Price"), provided, however, that the last reported sales price of the Common Stock has been equal to redeem a portion or all amounts outstanding under this Debenture greater than the $7.92 per share (subject to adjustment proportionate to any adjustment to the Exercise Price pursuant to Section 5.2) on each Trading Day during any period of 20 consecutive Trading Days ending prior to the Maturity Date. If notice of redemption to the Closing Bid Price registered holders and there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Obligor's Common StockWarrants current and available and, as reported by Bloombergprovided, LPfurther, that that notice of redemption is less than the Fixed Price at the time delivered within one Trading Day following such period of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice20 consecutive Trading Days . Notwithstanding the foregoing, in the event Company shall not have the right to redeem Warrant Shares hereunder to the extent that the Obligor has elected to redeem a portion exercise of the outstanding principal amount and accrued interest under this Debenture Warrant for the Holder Warrant Shares subject to redemption hereunder would exceed such registered holder’s Maximum Percentage. In addition, the Company’s right of redemption hereunder shall be permitted subject to convert all or any portion of this Debenture the satisfaction, during such three (3) business 20 consecutive Trading Day period described above and during the 30 day period. In the event the Obligor exercises a redemption of either all or a portion notice period described in Section 9.2, of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined Equity Conditions. For purposes herein, “Equity Conditions” means, during the Holder period in question, (a) the Company shall receive a warrant have duly honored all exercises scheduled to purchase twenty five thousand (25,000) shares occur or occurring by virtue of one or more Elections to Purchase of the Company's applicable Holder on or prior to the dates so requested or required, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Warrants, (c) the Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (is trading on the "WARRANT") The Warrant shall be exercisable on a "cash basis" Nasdaq Capital Market and have an exercise price of one hundred five percent (105%) all of the Closing Bid Price shares issuable upon conversion of the Obligor's Preferred Stock and exercise of the Warrants are listed or quoted for trading thereon (and the Company believes, in good faith, that trading of the Common Stock on the Closing DateNasdaq Capital Market will continue uninterrupted for the foreseeable future), as quoted (d) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Warrants and the Preferred Stock, (e) the issuance of the shares in question to the applicable Holder would not violate the Maximum Percentage set forth in Section 7 herein, (f) there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated, (g) on each Trading Day during such period, the dollar trading volume for each Trading Day during such period exceeds $_____ per Trading Day and (h) the applicable Holder is not in possession of any information provided by Bloombergthe Company, LPany of its Subsidiaries, per share. The Warrant shall have "piggyor any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-back" registration rights and shall survive for three (3) years from the Closing Datepublic information.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, . In the event that such right of redemption is exercised by the Obligor within ninety (90) calendar days from the date hereof the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight seven percent (87%) of the principal amount being redeemed, and accrued interest, in the event that such right of redemption is exercised by the Obligor after ninety (90) calendar days from the date hereof the Obligor shall pay an amount equal to the principal amount being redeemed plus a Redemption Premium equal to ten percent ("REDEMPTION PREMIUM")10%) of the principal amount being redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Premium" and the "Redemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.

Right of Redemption. Redemption of Securities, as permitted by any provision of this Indenture, shall be made in accordance with such provision and this Article III. The Obligor Issuers shall be required to make a mandatory redemption on each May and November 15, commencing November 15, 1997, of Securities in the largest principal amount that is an integral multiple of $1,000, that may be redeemed using 100% of Company Excess Cash as of the preceding September 30 and March 31, respectively, at its the Redemption Prices specified in the form of Security attached as Exhibit A set forth therein in Paragraph 5 thereof, including accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date, and subject to the provisions set forth in Section 3.5). In the event that either the Company or Sun International shall deliver an election to either buy or sell the other party's interest in the Manager pursuant to a Buy-Out Notice or be deemed to have delivered an election to sell such interest and such election to buy or sell is consummated, the Issuers shall be required to make a mandatory redemption of all the Securities then outstanding, at the Redemption Prices specified in the form of Security attached as Exhibit A set forth in paragraph 5 thereof. Such redemption shall be made on a date no more than 35 days after the date of the Closing. Except as provided in the two preceding paragraphs of this Section 3.1, the Issuers will not have the right to redeem any Securities prior to November 15, 1999. The Securities will be redeemable for cash at the option of the Issuers, in whole or in part, at any time on or after November 15, 1999, with Company Excess Cash as of the date notice is given at the Redemption Prices specified in the form of Security attached as Exhibit A set forth in Paragraph 6 thereof (subject to the right of Holders of record on a Record Date to receive interest and Liquidated Damages, if any, due on an Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date and subject to the provisions set forth in Section 3.5. Notwithstanding any other provisions of this Indenture, if any Gaming Regulatory Authority requires that a Holder or beneficial owner of the Securities must be licensed, qualified or found suitable under any applicable gaming laws in order to maintain any gaming license or franchise related to the Mohegan Sun under any applicable gaming laws, and the Holder or beneficial owner fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so by such Gaming Regulatory Authority (or such lesser period that may be required by such Gaming Regulatory Authority) or if such Holder or beneficial owner is not so licensed, qualified or found suitable, the Company shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.its option:

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date (i) provided that the Closing Bid Price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption NoticeNotice (a "Price Related Redemption") or (ii) shall be required to redeem a portion or all amounts outstanding under this Debenture upon the occurrence of a Capital Raising Event (as such term is defined in Section 4(k) of the Securities Purchase Agreement). In the event of a Price Related Redemption, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein pursuant to a Price Related Redemption, the Holder shall receive fifty thousand (50,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. Notwithstanding the foregoing, foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that the Closing Bid Price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, the . The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five one hundred thousand (25,000100,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANTWarrant") The Warrant shall be exercisable on a "cash basis" and have an exercise price equal to the Fixed Conversion Price in effect at the time of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per shareissuance. The Warrant shall have "piggy-back" and demand registration rights and shall survive for three five (35) years from the Closing Date. Notwithstanding the foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three business day period.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $[____]2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 1 Trading Day of the end of such Measurement Period and at its sole option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.01 per Warrant Share (the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro ratathe issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. (2 Insert the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) that is 300% of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.exercise price

Right of Redemption. The Obligor Not less than all of the outstanding Warrants may be redeemed, at its the option shall have of the rightCompany, with three at any time following the first anniversary of closing of the Offering and prior to the Expiration Date, at the office of the Warrant Agent, upon the notice referred to in Section 9.2, at the price of $0.01 per Warrant (3subject to adjustment proportionate to any adjustment to the Exercise Price pursuant to Section 5.2) business days advance written notice (the "REDEMPTION NOTICERedemption Price"), provided, however, that the last reported sales price of the Common Stock has been equal to redeem a portion or all amounts outstanding under this Debenture greater than the $3.63 per share (subject to adjustment proportionate to any adjustment to the Exercise Price pursuant to Section 5.2) on each Trading Day during any period of 20 consecutive Trading Days ending prior to the Maturity Date. If notice of redemption to the Closing Bid Price registered holders and there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Obligor's Common StockWarrants current and available and, as reported by Bloombergprovided, LPfurther, that that notice of redemption is less than the Fixed Price at the time delivered within one Trading Day following such period of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice20 consecutive Trading Days . Notwithstanding the foregoing, in the event Company shall not have the right to redeem Warrant Shares hereunder to the extent that the Obligor has elected to redeem a portion exercise of the outstanding principal amount and accrued interest under this Debenture Warrant for the Holder shall be permitted Warrant Shares subject to convert all or any portion of this Debenture during redemption hereunder would exceed such three (3) business day periodregistered holder's Maximum Percentage. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined hereinaddition, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's right of redemption hereunder shall be subject to the satisfaction, during such 20 consecutive Trading Day period described above and during the 30 day notice period described in Section 9.2, of the Equity Conditions. For purposes herein, "Equity Conditions" means, during the period in question, (a) the Company shall have duly honored all exercises scheduled to occur or occurring by virtue of one or more Elections to Purchase of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Warrants, (c) the Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (is trading on the "WARRANT") The Warrant shall be exercisable on a "cash basis" Nasdaq Capital Market and have an exercise price of one hundred five percent (105%) all of the Closing Bid Price shares issuable upon conversion of the Obligor's Preferred Stock and exercise of the Warrants are listed or quoted for trading thereon (and the Company believes, in good faith, that trading of the Common Stock on the Closing DateNasdaq Capital Market will continue uninterrupted for the foreseeable future), as quoted (d) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Warrants and the Preferred Stock, (e) the issuance of the shares in question to the applicable Holder would not violate the Maximum Percentage set forth in Section 7 herein, (f) there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated, (g) on each Trading Day during such period, the dollar trading volume for each Trading Day during such period exceeds $______ per Trading Day and (h) the applicable Holder is not in possession of any information provided by Bloombergthe Company, LPany of its Subsidiaries, per share. The Warrant shall have "piggyor any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-back" registration rights and shall survive for three (3) years from the Closing Datepublic information.

Right of Redemption. Except as otherwise provided below, the Notes will not be redeemable at the option of the Company before September 15, 2010. Thereafter, the Notes will be redeemable, at the option of the Company, in whole or in part, at any time or from time to time on and prior to maturity. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 10.05. The Obligor Notes will be so redeemable at the following Redemption Prices (expressed as a percentage of principal amount on the relevant Redemption Date), plus accrued and unpaid interest to the relevant Redemption Date, if redeemed during the twelve-month period commencing on September 15 of the years set forth below: Year Redemption Price 2010 104.000 % 2011 102.000 % 2012 and thereafter 100.000 % Prior to September 15, 2009, the Company may, at its option shall have the rightoption, with three (3) business days advance written notice (the "REDEMPTION NOTICE")on any one or more occasions, redeem up to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price 35% of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time aggregate principal amount of the Notes (including any Additional Notes issued after the Issue Date) at a Redemption Notice, the Obligor shall pay an amount Price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 108.000% of the principal amount being redeemed ("REDEMPTION PREMIUM")thereof, plus accrued and accrued interestunpaid interest thereon to, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at but not including, the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoingDate, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either with all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive net proceeds of one or more sales (other than to a warrant to purchase twenty five thousand (25,000) shares Subsidiary or Joint Venture of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to September 15, 2010, the Company may also redeem, in whole or in part, the Notes at a Redemption Price equal to 100% of the principal amount of Notes to be redeemed, pro rata. plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon to, but not including, the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) Redemption Date, subject to the rights of the Closing Bid Price of the Obligor's Common Stock Holders on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from relevant record date to receive interest due on the Closing relevant Interest Payment Date.

Right of Redemption. Redemption of Securities, as permitted by any provision of this Indenture, shall be made in accordance with Paragraph 5 of the Securities and this Article III. The Obligor Securities may be redeemed in whole or in part at its any time at the option shall have of the rightCompany (the "Redemption") for a price (the "Redemption Price") equal to 100% of the principal amount of the Securities to be redeemed, with three plus accrued and unpaid interest (3and Liquidated Damages, if any) business days advance written to, but excluding the date fixed for such redemption (the "Redemption Date") if (1) the closing price of the Common Stock has exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day immediately before the date of mailing of the Redemption notice (the "REDEMPTION NOTICERedemption Notice Date")) and (2) the registration statement covering the resale of the Securities and the shares of Common Stock issuable upon conversion of the Securities is effective and available for use and is expected to remain effective and available for use for 30 days following the Redemption Notice Date, to redeem unless registration is not required. If a portion Redemption occurs on or all amounts outstanding under this Debenture prior before the third anniversary of the Issue Date, the Company will pay to the Maturity Holders the Redemption Price, plus an Interest Make-Whole Payment (as defined below) with respect to the Securities called for redemption to Holders on the Redemption Notice Date. The Company shall make the Interest Make-Whole Payment on all Securities converted into Common Stock between the Redemption Notice Date and the Redemption Date. If a Redemption occurs after the Closing Bid third anniversary of Issue Date, the Company will pay to the Holders the Redemption Price with respect to the Securities called for redemption to Holders on the Redemption Notice Date. At the Company's option, instead of paying the Obligor's Interest Make-Whole Payment solely in Cash, it may pay the Interest Make-Whole Payment solely in shares of Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price valued at the time 95% of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) average of the principal amount being redeemed ("REDEMPTION PREMIUM"), closing prices for the five Trading Days immediately preceding and accrued interest, (collectively referred to as including the "REDEMPTION AMOUNT")third Trading Day preceding the Redemption Date. In the event the Closing Bid Price The Interest Make-Whole Payment may be paid in shares of the Obligor's Common Stock is above only if the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.following conditions are satisfied:

Right of Redemption. The Obligor at its option shall have At any time prior to October 15, 2022, the rightCo-Issuers may on one or more occasions redeem the Notes, with three (3) business days advance written in whole or in part, upon not less than 15 nor more than 60 days’ prior notice (the "REDEMPTION NOTICE")delivered electronically to each Holder or mailed by first-class mail, postage prepaid, to redeem a portion or all amounts outstanding under this Debenture prior each Holder of the Notes to the Maturity Date. If address of such Holder appearing in the Closing Bid Price of Note Register, in each case with a copy to the Obligor's Common StockTrustee, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount a redemption price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount being of Notes redeemed ("REDEMPTION PREMIUM")plus the Applicable Premium as of, and accrued interestand unpaid interest and Additional Amounts, if any, to, but excluding, the date of redemption (collectively referred the “Redemption Date”), subject to as the "REDEMPTION AMOUNT"rights of Holders on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date. On and after October 15, 2022 (the “First Call Date”). In , the event Co-Issuers may on one or more occasions redeem the Closing Bid Price Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first class mail, postage prepaid, to each Holder of the Obligor's Common Stock is above Notes to the Fixed Price at address of such Holder appearing in the time of Note Register, in each case with a Redemption Notice copy to the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture Trustee, at the Redemption Amount Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the remaining fifty percent (50%) at applicable Redemption Date, subject to the greater right of (i) Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Amount and (ii) Date, if redeemed during the market value twelve-month period beginning on October 15 of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price each of the Company's Common Stock years indicated below: Year Percentage 2022 103.250 % 2023 101.625 % 2024 and thereafter 100.000 % In addition, prior to October 15, 2022, the Co-Issuers may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the day relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Redemption Notice. The Obligor shall deliver Issuer or any direct or indirect parent of the Issuer to the Holder extent such net cash proceeds are contributed to the Redemption Amount on Issuer; provided that at least 50% of the third (3rd) business day aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the Redemption Notice. Notwithstanding the foregoingoccurrence of each such redemption; provided, in the event further that the Obligor has elected to redeem a portion each such redemption occurs within 180 days of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion date of this Debenture during closing of each such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateEquity Offering.

Right of Redemption. Redemption of Securities, as permitted by the provisions of this Indenture, shall be made in accordance with such provisions and this Article III. The Obligor at its option Company shall not have the right to redeem any Securities prior to September 15, 2002, other than as provided in the next two following paragraphs and Paragraph 5 of the Securities. On or after September 15, 2002, the Company shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE"), right to redeem a portion all or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price any part of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture Securities for cash at the Redemption Amount Prices specified in the form of Security attached as Exhibit A set forth therein in Paragraph 5 thereof, in each case (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date, and subject to the remaining fifty percent (50%) at the greater of (i) provisions set forth in Section 3.5), including accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption NoticeDate. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion until September 15, 2000, upon an Initial Public Equity Offering of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares common stock for cash of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) , up to 35% of the aggregate principal amount of the Securities originally outstanding may be redeemed at the option of the Company within 90 days of such Initial Public Equity Offering, on not less than 30 days, but not more than 60 days, notice to each holder of the Securities to be redeemed, pro rata. with cash from the Net Cash Proceeds of such Initial Public Equity Offering, at a redemption price equal to 1101/8% of principal, (subject to the "WARRANT") The Warrant shall be exercisable right of Holders of record on a "cash basis" Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date) together with accrued and have an exercise price unpaid interest and Liquidated Damages, if any, to the date of one hundred five percent (105%) redemption; provided, however, that at least 65% of the Closing Bid Price aggregate principal amount of the Obligor's Common Stock Securities originally outstanding remain outstanding immediately following such redemption. At any time on or prior to September 15, 2002, the Closing Securities may also be redeemed in whole (but not in part) at the option of the Company upon the occurrence of a Change of Control Redemption Event on not less than 15 days, but not more than 30 days, notice (but in no event shall any such redemption occur more than 45 Business Days after the occurrence of such Change of Control Redemption Event) to each Holder of Securities, at a redemption price equal to 100% of the principal amount thereof, plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date). Except as provided in this paragraph and Paragraph 5 of the Securities, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateSecurities may not otherwise be redeemed at the option of the Company.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that the Closing Bid Price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, the . The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand one million (25,0001,000,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANTWarrant") The Warrant shall be exercisable on a "cash basis" and have an exercise price of the of one hundred five ten percent (105110%) of the Closing Bid Price of the ObligorCompany's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" and demand registration rights and shall survive for three five (35) years from the Closing Date. Notwithstanding the foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three business day period.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that the Closing Bid Price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, the . The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five two hundred fifty thousand (25,000250,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANTWarrant") The Warrant shall be exercisable on a "cash basis" and have at an exercise price of one hundred $0.0662. The Warrant shall survive for five percent (105%5) years from the issuance date and the shares of the Closing Bid Price of the ObligorCompany's Common Stock on issuable upon exercise of the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" and demand registration rights rights. Notwithstanding the foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall survive for be permitted to convert all or any portion of this Debenture during such three (3) years from the Closing Datebusiness day period.

Right of Redemption. Redemption of Securities, as permitted by any provision of this Indenture, shall be made in accordance with such provision and this Article III. The Obligor Issuers shall be required to make a mandatory redemption on each March 15 and September 15, commencing September 15, 2003, of Securities in the largest principal amount that is an integral multiple of $1,000, that may be redeemed using 100% of Company Excess Cash as of the preceding February 1 and August 1, respectively, less all Required XXX True-Up Payments and less any amount set aside for the payment of accrued and unpaid interest on the Interest Payment Date which corresponds to the Redemption Date for which the determination is being made, at its the Redemption Prices specified in the form of Security attached as Exhibit A set forth therein in Paragraph 5 thereof (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interest thereon to the Redemption Date and subject to the provisions set forth in Section 3.5. In the event that either the Company or Xxxxxxx Investments shall deliver an election to either buy or sell the other party's interest in Trading Cove pursuant to a Buy Out Notice or be deemed to have delivered an election to sell such interest and such election to buy or sell is consummated, the Issuers shall be required to make a mandatory redemption of all the Securities then outstanding, at the Redemption Prices specified in the form of Security attached as Exhibit A set forth in Paragraph 5 thereof (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interest thereon to the Redemption Date and subject to the provisions set forth in Section 3.5. Such redemption shall be made on a date no more than 35 days after the date of the Closing under the option. Notwithstanding the foregoing, neither a purchase by the Company of Xxxxxxx Investments' partnership interest in Trading Cove which is fully funded with a Group Flow-Through Payment, nor, if the option to buy such interest is transferred to Waterford Group, a purchase of such interest by Waterford Group or a subsidiary or parent of Waterford Group, shall trigger a mandatory redemption. Except as provided in the two preceding paragraphs of this Section 3.1 and in the paragraph immediately following this paragraph, the Issuers will not have the right to redeem any Securities prior to September 15, 2008. The Securities will be redeemable for cash at the option of the Issuers, in whole or in part, at any time on or after September 15, 2008, with all or a portion of Company Excess Cash, less all Required XXX True-Up Payments as of the date notice is given at the Redemption Prices specified in the form of Security attached as Exhibit A set forth in Paragraph 6 thereof (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interest thereon to the Redemption Date and subject to the provisions set forth in Section 3.5. Notwithstanding any other provisions of this Indenture, if any Gaming Regulatory Authority requires that a Holder or beneficial owner of the Securities must be licensed, qualified or found suitable under any applicable gaming laws in order to maintain any gaming license or franchise related to the Mohegan Sun under any applicable gaming laws, and the Holder or beneficial owner fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so by such Gaming Regulatory Authority (or such lesser period that may be required by such Gaming Regulatory Authority) or if such Holder or beneficial owner is not so licensed, qualified or found suitable, the Company shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.its option:

Right of Redemption. The Obligor Subject to this Section 2(d), if, at its option shall have least six months after the Initial Exercise Date the VWAP exceeds $[____]2 (subject to adjustment) per share for ten (10) consecutive trading days, then the 2 200% of the Exercise Price. Company may redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.01 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). The Company shall be required to exercise its Redemption Right with three (3) business days advance respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the "REDEMPTION NOTICE"), Company’s election to redeem all of the Warrants and setting forth a portion date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption Notice (the “Redemption Date”). The Redemption Notice shall be mailed by first class mail, postage prepaid, by the Company to the Holders of the Warrants at their last addresses as they shall appear on the Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or all amounts outstanding under not the Holder received such notice. The Warrants may be exercised for cash in accordance with the terms therein at any time after the Redemption Notice shall have been given by the Company pursuant to this Debenture Section 2(d) hereof and prior to the Maturity Redemption Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption NoticeIn furtherance thereof, the Obligor shall pay an amount equal Company covenants and agrees that it will honor all Notices of Exercise with respect to the principal amount being redeemed plus a redemption premium equal Warrant Shares subject to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice that are tendered through 6:30 p.m. (Eastern time) on the Obligor can redeem fifty percent (50%) Redemption Date. Following the Redemption Date, the Holders of the principal amounts outstanding under this Debenture at Warrants shall have no further rights except to receive the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price upon surrender of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateWarrants.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $12.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $12.50 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount closing price of the Common Stock for each of 10 consecutive Trading Days (the “ Measurement Period ”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date), exceeds $[ ]2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) on each Trading Day during the market value measurement Period, the dollar trading volume for each Trading Day during such period exceeds $250,000 per Trading Day, and (iii) the Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “ Redemption Right ”) for consideration equal to $0.001 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “ Redemption Price ”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “ Redemption Date ”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor If the VWAP exceeds $[____] per share of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends, and the like after the Initial Exercise Date), for twenty (20) or more consecutive trading days at its option shall have least three months after the Initial Exercise Date, then the Company may redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.01 per Warrant Share (subject to adjustment, the “Redemption Price”). The Company must exercise its Redemption Right with three (3) business days advance respect to all of the outstanding Warrants issued by the Company pursuant to the Registration Statement in the Offering. To exercise its Redemption Right, the Company must deliver to all of the Holders of outstanding Warrants an irrevocable written notice (a “Redemption Notice”) indicating therein the "REDEMPTION NOTICE"), Company’s election to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stockoutstanding Warrants and setting forth a date for the redemption of such Warrants, as reported by Bloomberg, LP, is less than which date shall be at least thirty (30) days after the Fixed Price at the time date of the Redemption NoticeNotice (the “Redemption Date”). The Redemption Notice shall be mailed by first class mail, postage prepaid, by the Obligor shall pay an amount equal Company or its Agent to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) Holders of the principal amount being redeemed ("REDEMPTION PREMIUM")Warrants at their last addresses as they shall appear on the Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent, whether or not the Holder received such notice. The Company covenants and accrued interest, (collectively referred agrees that it will honor all Notices of Exercise with respect to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of Warrant Shares subject to a Redemption Notice that are tendered through 4:00 p.m., Eastern time, on the Obligor can redeem fifty percent (50%) Redemption Date. Following the Redemption Date, the Holders of the principal amounts outstanding under this Debenture at Warrants shall have no further rights except to receive the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price upon surrender of the Company's Common Stock on Warrants. Nothing herein requires the day Company to exercise its Redemption Right. The Company may exercise its Redemption Right at any time after the three-month anniversary of the Redemption Notice. The Obligor shall deliver Initial Exercise Date, subject to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateprovisions hereof.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date) exceeds $2.10(subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the market value Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 1 Trading Day of the end of such Measurement Period and at its sole option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.01 per Warrant Share (the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. Except as otherwise provided below, the Notes will not be redeemable at the option of the Company before , 20 . Thereafter, the Notes will be redeemable, at the option of the Company, in whole or in part, at any time or from time to time on and prior to maturity. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 10.05. The Obligor Notes will be so redeemable at the following Redemption Prices (expressed as a percentage of principal amount on the relevant Redemption Date), plus accrued and unpaid interest to the relevant Redemption Date, if redeemed during the twelve-month period commencing on of the years set forth below: Year Redemption Price Prior to , 20__, the Company may, at its option shall have the rightoption, with three (3) business days advance written notice (the "REDEMPTION NOTICE")on any one or more occasions, redeem up to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price % of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time aggregate principal amount of the Notes (including any Additional Notes issued after the Issue Date) at a Redemption Notice, the Obligor shall pay an amount Price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) % of the principal amount being redeemed ("REDEMPTION PREMIUM")thereof, plus accrued and accrued interestunpaid interest thereon to, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at but not including, the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoingDate, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either with all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive net proceeds of one or more sales (other than to a warrant to purchase twenty five thousand (25,000) shares Subsidiary or Joint Venture of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) of Qualified Equity Interests of the Company; provided that at least % of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to , 20 , the Company may also redeem, in whole or in part, the Notes at a Redemption Price equal to 100% of the principal amount of Notes to be redeemed, pro rata. plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon to, but not including, the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) Redemption Date, subject to the rights of the Closing Bid Price of the Obligor's Common Stock Holders on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from relevant record date to receive interest due on the Closing relevant Interest Payment Date.

Right of Redemption. The Obligor Except as set forth below in this Section 11.01, the Issuer will not be entitled to redeem the Notes at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity DateOctober 1, 2027. If the Closing Bid Price of the Obligor's Common StockThe Notes will be redeemable, as reported by Bloomberg, LP, is less than the Fixed Price at the Issuer’s option, in whole or in part from time of the to time, at any time prior to October 1, 2027, upon notice as described in Section 11.06, at a Redemption Notice, the Obligor shall pay an amount Price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount being of the Notes redeemed ("REDEMPTION PREMIUM")plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but excluding, the date of redemption (collectively referred any applicable date of redemption hereunder, the “Redemption Date”) (subject to as the "REDEMPTION AMOUNT"right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date). In On and after October 1, 2027, the event Issuer may redeem the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price Notes, at its option, in whole or in part from time to time, upon notice as set forth in Section 11.06, at the time of a following Redemption Notice the Obligor can redeem fifty percent Prices (50%) expressed as percentages of the principal amounts outstanding amount of the Notes to be redeemed), plus accrued but unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date), if redeemed during the 12-month period commencing on October 1 of the year set forth below: Year Percentage 2027 104.625% 2028 102.313% 2029 and thereafter 100.000% In addition, prior to October 1, 2027 the Issuer may, at its option, use the net cash proceeds of one or more Equity Offerings to redeem, in whole or in part from time to time, upon notice as set forth in Section 11.06, up to 40% of the aggregate principal amount of Outstanding Notes under this Debenture Indenture at a redemption price of 109.250% of the principal amount of the Notes redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Amount and Date (subject to the remaining fifty percent right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date); provided that (50%a) at least 60% of the greater aggregate principal amount of Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after each such redemption; and (ib) the Redemption Amount and (ii) Issuer makes such redemption not more than 120 days after the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price closing of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateapplicable Equity Offering.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE'Redemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date as follows: (i) if the Closing Bid Price closing bid price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, Notice the Obligor shall pay an amount equal to the principal amount outstanding and accrued interest being redeemed redeemed, plus a redemption premium equal to eight of twenty percent (820%) ('Redemption Premium") of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the 'Redemption Amount"REDEMPTION AMOUNT"). In ) or (ii) if the event closing bid price of the Closing Bid Price of the Obligor's Common Stock Stock, as reported by Bloomberg, LP, is above greater than the Fixed Price at the time of a the Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at shall pay the greater of (ix) an amount equal to the principal amount outstanding and accrued interest being redeemed, plus a Redemption Premium on the amount redeemed or (y) an amount equal to the principal amount outstanding and accrued interest being redeemed, plus a redemption premium equal to the percentage difference between the closing bid price of the of the Obligor's Common Stock, as reported by Bloomberg, LP. and the Fixed Price on the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption NoticeNotice date. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. In the event that the Obligor redeems a portion of the amount outstanding under this Debenture, or the Holder converts a portion of the principal amount outstanding and accrued interest under this Debenture as contemplated herein, the Obligor shall be entitled to an off-set of the amount of principal and accrued interest due pursuant to the Schedule Payment equal to the amount of principal and accrued interest redeemed or converted (the 'Off-Set Amount"). Notwithstanding the foregoing, foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall still be permitted entitled to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture effectuate Conversions as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Datecontemplated hereunder.

Right of Redemption. The Obligor Company may, at its option shall have the rightoption, with three redeem (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price provided that at the time of first publication of notice of redemption it is not in default in the payment of any Senior Indebtedness and that at such time the making of such redemption would not result in a default in any covenant contained in any indenture or other instrument pursuant to which Senior Indebtedness is outstanding) the Bonds, at any time as a whole or from time to time in part as set forth herein for a "Redemption Notice, the Obligor shall pay an amount Price" equal to the principal amount being redeemed plus a redemption premium equal to eight one hundred twenty percent (8120%) of the then principal amount being of the Bonds plus, in each case, any interest accrued on the Bonds so redeemed to the Redemption Date, exclusive of installments of interest whose Stated Maturity is on or prior to the Redemption Date, payment of which shall have been made or duly provided for to the registered Holders of Bonds on the relevant Record Dates in accordance with Section 307. Such redemption right may be exercised from and after the date on which the Sale Price per share of Common Stock for any twenty ("REDEMPTION PREMIUM"), and accrued interest, 20) consecutive Trading Days equaled or exceeded four dollars (collectively referred to as $4.00) per share (the "REDEMPTION AMOUNTRedemption Mark"). In If the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of Company (i) the Redemption Amount and subdivides its outstanding shares of Common Stock, (ii) the market value pays a dividend in shares of this Debenture's underlying common Common Stock or makes a distribution on its Common Stock in shares of Common Stock, or (iii) issues by reclassification of its Common Stock any shares of capital stock on an as converted basis utilizing the Closing Bid Price of the Company's , the Redemption Mark shall be proportionately decreased. If the Company combines the outstanding shares of Common Stock Stock, then the Redemption Mark shall be proportionately increased. Any adjustment shall be effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, reclassification or combination. Notice of any redemption shall be mailed by first-class mail, postage prepaid to the registered Holders of the Bonds designated for redemption at their addresses as the same shall appear on the day Bond Register not less than fifteen (15) days but not more than sixty (60) days prior to the Redemption Date, subject to all the conditions and provisions of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateIndenture.

Right of Redemption. The At any time prior to January 7, 2006 the Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE"“Early Redemption Notice”), to redeem a portion or all amounts outstanding under this Debenture in an amount equal to the principal amount outstanding and accrued interest being redeemed (the “Early Redemption Amount”). The Obligor shall deliver to the Holder the Early Redemption Amount on the third (3rd) business day after the Early Redemption Notice. If the closing bid price of the of the Obligor’s Common Stock, as reported by Bloomberg, LP, is less than the Conversion Price, the Obligor at its option shall have the right, with three (3) business days advance written notice (the “Redemption Notice”), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay Date or any Scheduled Payment date in an amount equal to the principal amount outstanding and accrued interest being redeemed redeemed, plus a redemption premium equal to eight of fifteen percent (815%) (“Redemption Premium”) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"“Redemption Amount”). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. In the event that the Obligor redeems a portion of the amount outstanding under this Debenture, or the Holder converts a portion of the principal amount outstanding and accrued interest under this Debenture as contemplated herein, the Obligor shall be entitled to an off-set of the amount of principal and accrued interest due pursuant to the Schedule Payment equal to the amount of principal and accrued interest redeemed or converted (the “Off-Set Amount”). In such event the Obligor shall still be obligated to make a Scheduled Payment reduced by the Off-Set Amount as contemplated hereunder. Notwithstanding the foregoing, foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall still be permitted entitled to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture effectuate Conversions as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Datecontemplated hereunder.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount closing price of the Common Stock for each of 10 consecutive Trading Days (the“Measurement Period” ), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date), exceeds $[ ]3 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) on each Trading Day during the market value measurement Period, the dollar trading volume for each Trading Day during such period exceeds $250,000 per Trading Day, and (iii) the Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.001 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro ratathe issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. (3Insert the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Exercise Price of the Obligor's Common Stock on the Closing Date, as quoted multiplied by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Datethree.

Right of Redemption. The Obligor at its option shall have At any time prior to November 15, 2019, the rightCo-Issuers may on one or more occasions redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice delivered electronically or mailed by first-class mail, postage prepaid, with three (3) business days advance written notice (a copy to the "REDEMPTION NOTICE")Trustee, to redeem a portion or all amounts outstanding under this Debenture prior each Holder of the Notes to the Maturity Date. If address of such Holder appearing in the Closing Bid Price of the Obligor's Common StockNote Register, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount a redemption price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount being of Notes redeemed ("REDEMPTION PREMIUM")plus the Applicable Premium as of, and accrued interestand unpaid interest and Additional Amounts, if any, to, but excluding, the date of redemption (collectively referred the “Redemption Date”), subject to as the "REDEMPTION AMOUNT"rights of Holders on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date. On and after November 15, 2019 (the “First Call Date”). In , the event Co-Issuers may on one or more occasions redeem the Closing Bid Price Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice delivered electronically or mailed by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of the Obligor's Common Stock is above Notes to the Fixed Price at address of such Holder appearing in the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture Note Register at the Redemption Amount Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the remaining fifty percent (50%) at applicable Redemption Date, subject to the greater right of (i) Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Amount and (ii) Date, if redeemed during the market value twelve-month period beginning on November 15 of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price each of the Company's Common Stock years indicated below: Year Percentage 2019 106.656 % 2020 104.438 % 2021 102.219 % 2022 and thereafter 100.000 % In addition, prior to November 15, 2019, the Co-Issuers may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 108.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the day relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of Holdings or any direct or indirect parent of the Redemption Notice. The Obligor shall deliver Issuer to the Holder extent such net cash proceeds are contributed to Holdings; provided that at least 50% of the Redemption Amount on the third (3rd) business day aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the Redemption Notice. Notwithstanding the foregoingoccurrence of each such redemption; provided, in the event further that the Obligor has elected to redeem a portion each such redemption occurs within 180 days of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion date of this Debenture during closing of each such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateEquity Offering.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture an amount specified in the Redemption Notice prior to the Maturity Date. If Date provided that the Closing Bid Price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, the . The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to eight percent (8%) 10% of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at , provided however, the Redemption Amount and Premium shall not apply until the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value outstanding principal balance of this Debenture's underlying common stock on an as converted basis utilizing , combined with any other debenture issued in connection with the Closing Bid Price of the Company's Common Stock on the day of the Redemption NoticeSecurities Purchase Agreement has been reduced by $2,500,000. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected The Redemption Amount shall be applied to redeem a portion each holder of the outstanding principal amount and accrued interest under this Debenture debentures issued in connection with the Securities Purchase Agreement pro rata in accordance with each holder's original investment. Upon receipt of a Redemption Notice, the Holder shall be permitted to convert all or any portion of this Debenture (subject to any limitations of Section 3(c)) during such the three (3) business day period. In period following the event Redemption Notice, except that the Obligor exercises a redemption of either all or a Holder, together with its affiliates, shall not be permitted to convert at the Market Conversion Price more than the $250,000 minus the principal portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateRedemption Amount.

Right of Redemption. The Obligor at its option Redemption of Securities, as permitted by any provision of this Indenture, shall be made in accordance with such provision and this Article 3. Except as provided below, the Company will not have the rightright to redeem any Securities prior to June 15, with three (3) business days advance written notice (2002. On or after June 15, 2002, the Company will have the right to redeem all or any part of the Securities in cash at the Redemption Prices specified in the form of Security attached as EXHIBIT A set forth therein under the caption "REDEMPTION NOTICE")Redemption," in each case, including accrued and unpaid interest, if any, to redeem a portion the applicable Redemption Date (subject to the right of Holders of record on the relevant regular Record Date to receive interest due on an Interest Payment Date that is on or all amounts outstanding under this Debenture prior to the Maturity Redemption Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoingforegoing paragraph, prior to June 15, 2002, in the event that the Obligor has elected to redeem Company or any Parent consummates one or more Equity Offerings, other than in any circumstances resulting in, or as a portion series of transactions that result in, directly or indirectly, a Change of Control, on or before the third anniversary of the outstanding principal amount and accrued interest under this Debenture Issue Date, the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either Company may at its option, use all or a portion of the outstanding cash received by it or contributed to it from such Equity Offerings to redeem up to 35% of the originally issued aggregate principal amounts amount of the Securities at a cash redemption price equal to 109.125% of the principal amount of the Securities so redeemed, plus accrued and unpaid interest due and outstanding under this debenture as outlined hereinthereon, if any, to the Holder shall receive a warrant to purchase twenty five thousand Redemption Date; PROVIDED, HOWEVER, that (25,000x) shares at least 65% of the Company's Common Stock original aggregate principal amount of the Securities remains outstanding thereafter (excluding any Securities owned by the Company or any of its Affiliates), and (y) any such net cash proceeds of such Equity Offering by any Parent to be used for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant such a redemption shall be exercisable on a "contributed to the Company in an amount in cash basis" and have an exercise price sufficient to redeem the Securities to be redeemed at the then current redemption price. Notice of one hundred five percent (105%) any such redemption must be given within 60 days after the date of the Closing Bid Price last Equity Offering the proceeds of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Datewhich are to be so contributed.

Right of Redemption. The Obligor At any time, or from time to time, prior to March 1, 2025 (the “Par Call Date”), the Company may, at its option shall have option, redeem the right, Notes in whole or in part upon prior notice to Holders in accordance with three (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem Section 1105 at a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount redemption price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount being redeemed of Notes redeemed, plus the Applicable Premium, plus accrued and unpaid interest to, but excluding, the date of redemption ("REDEMPTION PREMIUM"the “Redemption Date”) (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling on or prior to the applicable Redemption Date). At any time on or after the Par Call Date, the Company may, at its option, redeem the Notes in whole or in part upon prior notice to Holders in accordance with Section 1105 at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and accrued interestunpaid interest thereon to, but excluding, the applicable Redemption Date (collectively referred subject to as the "REDEMPTION AMOUNT"rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date). In addition, prior to June 1, 2022, the event the Closing Bid Price Company may on one or more occasions, at its option, upon prior notice to Holders in accordance with Section 1105, redeem up to 40% of the Obligor's Common Stock is above the Fixed Price aggregate principal amount of Notes issued under this Indenture at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) redemption price equal to 107.375% of the aggregate principal amounts outstanding amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling on or prior to the applicable Redemption Date), with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that at least 50% of the aggregate principal amount of Notes originally issued under this Debenture at Indenture remains outstanding immediately after the Redemption Amount and the remaining fifty percent (50%) at the greater occurrence of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price each such redemption; provided, further, that each such redemption occurs within 180 days of the Company's Common Stock on the day date of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion closing of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during each such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateEquity Offering.

Right of Redemption. The Obligor at its option shall have At any time prior to December 1, 2022, the rightCo-Issuers may on one or more occasions redeem the Notes, with three (3) business days advance written in whole or in part, upon not less than 15 nor more than 60 days’ prior notice (the "REDEMPTION NOTICE")delivered electronically to each Holder or mailed by first-class mail, postage prepaid, to redeem a portion or all amounts outstanding under this Debenture prior each Holder of the Notes to the Maturity Date. If address of such Holder appearing in the Closing Bid Price of Note Register, in each case with a copy to the Obligor's Common StockTrustee, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount a redemption price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount being of Notes redeemed ("REDEMPTION PREMIUM")plus the Applicable Premium as of, and accrued interestand unpaid interest and Additional Amounts, if any, to, but excluding, the date of redemption (collectively referred the “Redemption Date”), subject to as the "REDEMPTION AMOUNT"rights of Holders on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date. On and after December 1, 2022 (the “First Call Date”). In , the event Co-Issuers may on one or more occasions redeem the Closing Bid Price Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first class mail, postage prepaid, to each Holder of the Obligor's Common Stock is above Notes to the Fixed Price at address of such Holder appearing in the time of Note Register, in each case with a Redemption Notice copy to the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture Trustee, at the Redemption Amount Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the remaining fifty percent (50%) at applicable Redemption Date, subject to the greater right of (i) Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Amount and (ii) Date, if redeemed during the market value twelve-month period beginning on December 1 of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price each of the Company's Common Stock years indicated below: Year Percentage 2022 102.438 % 2023 101.219 % 2024 and thereafter 100.000 % In addition, prior to December 1, 2022, the Co-Issuers may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 104.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the day relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Redemption Notice. The Obligor shall deliver Issuer or any direct or indirect parent of the Issuer to the Holder extent such net cash proceeds are contributed to the Redemption Amount on Issuer; provided that at least 50% of the third (3rd) business day aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the Redemption Notice. Notwithstanding the foregoingoccurrence of each such redemption; provided, in the event further, that the Obligor has elected to redeem a portion each such redemption occurs within 180 days of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion date of this Debenture during closing of each such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateEquity Offering.

Right of Redemption. Except as otherwise provided below, the Notes will not be redeemable at the option of the Company before [ , 2012]. Thereafter, the Notes will be redeemable, at the option of the Company, in whole or in part, at any time or from time to time on and prior to maturity. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 10.05. The Obligor Notes will be so redeemable at the following Redemption Prices (expressed as a percentage of principal amount on the relevant Redemption Date), plus accrued and unpaid interest to the relevant Redemption Date, if redeemed during the twelve-month period commencing on [ ]of the years set forth below: Year Redemption Price 2012 [ ] % 2013 [ ] % 2014 [ ] % 2015 and thereafter 100.000 % Prior to [ , 2010], the Company may, at its option shall have the rightoption, with three (3) business days advance written notice (the "REDEMPTION NOTICE")on any one or more occasions, redeem up to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price 35% of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time aggregate principal amount of the Notes (including any Additional Notes issued after the Issue Date) at a Redemption Notice, the Obligor shall pay an amount Price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) [ ]% of the principal amount being redeemed ("REDEMPTION PREMIUM")thereof, plus accrued and accrued interestunpaid interest thereon to, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at but not including, the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoingDate, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either with all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive net proceeds of one or more sales (other than to a warrant to purchase twenty five thousand (25,000) shares Subsidiary or Joint Venture of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to [ , 2012], the Company may also redeem, in whole or in part, the Notes at a Redemption Price equal to 100% of the principal amount of Notes to be redeemed, pro rata. plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon to, but not including, the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) Redemption Date, subject to the rights of the Closing Bid Price of the Obligor's Common Stock Holders on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from relevant record date to receive interest due on the Closing relevant Interest Payment Date.

Right of Redemption. The Obligor at its option shall have the right, with three five (35) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("REDEMPTION PREMIUM") equal to eight thirteen percent (813%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third seventh (3rd7th) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five one hundred thousand (25,000100,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five ten percent (105110%) of the Closing Bid Price of the ObligorCompany's Common Stock on the Closing Datedate of the Redemption Notice, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" and demand registration rights and shall survive for three four (34) years from the Closing Date. Notwithstanding the foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three business day period.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE")notice, to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date or any Principal Payment date. The Redemption Premium shall apply to all payments whether on, before, or after any Principal Payment Date. If SECURITY AGREEMENT. This Debenture is secured by a Security Agreement (the Closing Bid Price "SECURITY AGREEMENT") dated December 28, 2004 between the Obligor and Cornell Capital Partners, LP ("Cornell"). In addition, this Debenture is secured by the mortgages given to the Holder for the North Fort Myers, Florida and Mesquite, Texas properties as more fully described in the Securities Purchase Agreement dated December 28, 2004 and the mortgage given to the Holder of even date herewith for the Fort Worth, Texas property. CONSENT OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY INTERESTS. Prior to the Obligor's Common StockStock being listed on the Principal Market (as defined in the Standby Equity Distribution Agreement dated December 28, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice2004), the Obligor shall pay an amount equal to not issue shares of Common Stock or Preferred Stock except as provided by the principal amount being redeemed plus a redemption premium equal to eight percent (merger and share exchange with Alliance Towers, Inc. and described in the Obligor's 8%) of -K filing dated may 2, 2005, or otherwise permitted herein or under the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT")Securities Purchase Agreement. In the event the Closing Bid Price of Once the Obligor's Common Stock is above listed on the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) Principal Market, so long as any of the principal amounts outstanding under or interest on this Debenture at remains unpaid and unconverted, the Redemption Amount and Obligor shall not, without the remaining fifty percent (50%) at prior consent of the greater of Holder, issue or sell (i) the Redemption Amount and any capital stock without consideration or for a consideration per share less than its fair market value determined immediately prior to its issuance, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's fair market value of this Debentureor the preferred stock's underlying common stock on an as converted basis utilizing conversion price determined immediately prior to its issuance, (iii) enter into any security instrument granting the Closing Bid Price holder a security interest in any of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price assets of the Obligor's Common Stock , except for any security instrument granting the holder a security interest in any and all assets of the Obligor in connection with permanent or construction financing obtained for the development of any real property, or for any security instruments of a non-material nature or entered into in the ordinary course of business, provided that in each case the Obligor gives the Holder prior notice of such security interest, or (iv) file any registration statement on Form S-8. This Debenture is subject to the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.following additional provisions:

Right of Redemption. Except as otherwise provided below, the Notes will not be redeemable at the option of the Company before September 15, 2011. Thereafter, the Notes will be redeemable, at the option of the Company, in whole or in part, at any time or from time to time on and prior to maturity. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 10.05. The Obligor Notes will be so redeemable at the following Redemption Prices (expressed as a percentage of principal amount on the relevant Redemption Date), plus accrued and unpaid interest to the relevant Redemption Date, if redeemed during the twelve-month period commencing on September 15 of the years set forth below: Year Redemption Price 2011 104.125 % 2012 102.750 % 2013 101.375 % 2014 and thereafter 100.000 % Prior to September 15, 2009, the Company may, at its option shall have the rightoption, with three (3) business days advance written notice (the "REDEMPTION NOTICE")on any one or more occasions, redeem up to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price 35% of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time aggregate principal amount of the Notes (including any Additional Notes issued after the Issue Date) at a Redemption Notice, the Obligor shall pay an amount Price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 108.250% of the principal amount being redeemed ("REDEMPTION PREMIUM")thereof, plus accrued and accrued interestunpaid interest thereon to, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at but not including, the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoingDate, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either with all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive net proceeds of one or more sales (other than to a warrant to purchase twenty five thousand (25,000) shares Subsidiary or Joint Venture of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) of Qualified Equity Interests of the Company; provided that at least 65% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 90 days of the date of the closing of any such sale of Qualified Equity Interests of the Company. At any time prior to September 15, 2011, the Company may also redeem, in whole or in part, the Notes at a Redemption Price equal to 100% of the principal amount of Notes to be redeemed, pro rata. plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest thereon to, but not including, the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) Redemption Date, subject to the rights of the Closing Bid Price of the Obligor's Common Stock Holders on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from relevant record date to receive interest due on the Closing relevant Interest Payment Date.

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICERedemption Notice"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price at the time of the Redemption Notice, the . The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium (the "Redemption Premium") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNTRedemption Amount"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this Debenture as set forth herein, the Holder shall receive a warrant to purchase one million (1,000,000) shares of the Obligor's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "Warrant") The Warrant shall be exercisable on a "cash basis" and have an exercise price of the of one hundred and ten percent (110%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" and demand registration rights and shall survive for five (5) years from the Closing Date. Notwithstanding the foregoing, foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.

Right of Redemption. The Obligor at its option shall have Subject to the right, with three (3provisions of Section 2(e) business days advance written notice (the "REDEMPTION NOTICE"and this Section 2(f), to redeem a portion or all amounts outstanding under this Debenture prior to if, at any time at least one (1) year after the Maturity Initial Exercise Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount VWAP for each of 10 consecutive Trading Days (the “Measurement Period”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after the Initial Exercise Date), exceeds $0.60 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) on each Trading Day during the market value Measurement Period, the dollar trading volume for each Trading Day during such period exceeds $1,000,000 per Trading Day, and (iii) the Holder is not in possession of this Debenture's underlying common stock on an as converted basis utilizing any information that constitutes, or might constitute, material non-public information which was provided by the Closing Bid Price Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.01 per Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “Redemption Price”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the Company's Common Stock on ’s election to redeem all of the day Warrants and setting forth a date for the redemption of such Warrants, which date shall be at least thirty (30) days after the date of the Redemption NoticeNotice (the “Redemption Date”). The Obligor Redemption Notice shall deliver be mailed by first class mail, postage prepaid, by the Company to the Holder Holders of the Redemption Amount Warrants at their last addresses as they shall appear on the third (3rd) business day Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised in accordance with the terms herein at any time after the Redemption NoticeNotice shall have been given by the Company pursuant to this Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the foregoingcontrary set forth in this Warrant, in the event that Company may not deliver a Redemption Notice or require the Obligor has elected to redeem a portion redemption of this Warrant (and any such Redemption Notice shall be void), unless, from the beginning of the outstanding principal amount and accrued interest under Measurement Period through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Debenture Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Holder Redemption Date, (2) a registration statement shall be permitted effective as to convert all or any portion Warrant Shares and the prospectus and all relevant amendments and supplements thereunder available for use by the Company for the sale of this Debenture during all such three Warrant Shares to the Holder, (3) business day period. In the event Common Stock shall be listed or quoted for trading on the Obligor exercises Trading Market, (4) there is a redemption sufficient number of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) authorized shares of the Company's Common Stock for every One Hundred Thousand Dollars issuance of all Warrant Shares, and ($100,0005) redeemed, pro rata. (the "WARRANT"issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Dateherein.

Right of Redemption. The Obligor at its option Company shall have the rightright to redeem Securities as set forth in paragraph 4 of the Securities and as set forth herein. Redemption of Securities at the Company's option shall be made only in accordance with this Section 3.5 and such paragraph 4. At its election, with three (3) business days advance written notice (the "REDEMPTION NOTICE")Company may redeem the Securities in whole or in part, at the times and at the Redemption Prices specified in the form of Security attached as EXHIBIT A hereto, plus accrued and unpaid interest and Liquidated Damages, if any, to redeem a portion or all amounts outstanding under the applicable Redemption Date. Except as provided in this Debenture prior to paragraph and paragraph 4 of the Maturity DateSecurities, the Securities may not otherwise be redeemed at the option of the Company. If the Closing Bid Price Company elects to redeem Securities pursuant to this Section 3.5 and paragraph 4 of the Obligor's Common StockSecurities, as reported by Bloomberg, LP, is less than the Fixed Price at Company shall notify the time Trustee in writing of the date on which the applicable Securities are to be redeemed (a "Redemption Notice, the Obligor shall pay an amount equal to Date") and the principal amount at maturity thereof to be redeemed and whether it wants the Trustee to give notice of redemption to the Holders. The Company shall give each notice to the Trustee provided for in this Section 3.5 at least 30 days before the Redemption Date (unless a shorter notice shall be required by applicable law). Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. If fewer than all of the Securities are to be redeemed plus a pursuant to Paragraph 4 thereof, the Trustee shall, if applicable, select from among such Securities to be redeemed pro rata or by lot or by such other method as the Trustee shall determine to be fair and appropriate and in such manner as complies with any applicable Depositary, legal and stock exchange requirements. The Trustee shall make the selection from the Securities outstanding and not previously called for redemption premium and shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount at maturity thereof to be redeemed. Securities in denominations of $1,000 (or such greater amount that results solely from an increase in the Accretion Rate) may be redeemed only in whole. The Trustee may select for redemption portions (equal to eight percent $1,000 (8%or such greater amount that results solely from an increase in the Accretion Rate) denominations or any integral multiple thereof) of the principal amount being at maturity of Securities that have denominations larger than $1,000 (or 44 such greater amount that results solely from an increase in the Accretion Rate). Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. At least 30 days but not more than 60 days before each Redemption Date (unless another notice period shall be required by applicable law), the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Securities are to be redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred unless a shorter notice period shall be required by applicable law) to such Holder's last address as then shown upon the "REDEMPTION AMOUNT"). In the event the Closing Bid Price register of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of Registrar. At the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined hereinrequest, the Holder Trustee shall receive a warrant to purchase twenty five thousand (25,000) shares give the notice of redemption in the Company's Common Stock name and at the Company's expense. Each notice for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (redemption shall identify the "WARRANT") The Warrant shall Securities to be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights redeemed and shall survive for three (3) years from the Closing Date.state:

Right of Redemption. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If Date provided that, at the time of the Redemption Notice: (i) the Closing Bid Price of the of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price (as defined below); and (ii) at least the time number of Underlying Shares are registered for sale under the Redemption Notice, the Securities Act of 1933. The Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("REDEMPTION PREMIUM") equal to eight twenty percent (820%) of the principal amount being redeemed ("REDEMPTION PREMIUM")redeemed, and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand one million (25,0001,000,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of the of one hundred five ten percent (105110%) of the Closing Bid Price of the ObligorCompany's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" and demand registration rights and shall survive for three five (35) years from the Closing Date. Notwithstanding the foregoing in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three business day period.

Right of Redemption. The Obligor at its option shall have At any time prior to May 1, 2012, the rightCo-Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail postage prepaid, with three (3) business days advance written notice (a copy to the "REDEMPTION NOTICE")Trustee, to redeem a portion or all amounts outstanding under this Debenture prior each Holder of the Notes to the Maturity Date. If address of such Holder appearing in the Closing Bid Price of the Obligor's Common Stocksecurity register, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount a redemption price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount being of Notes redeemed ("REDEMPTION PREMIUM")plus the Applicable Premium as of, and accrued interestand unpaid interest and Special Interest, if any, and Additional Amounts, if any, to the date of redemption (collectively referred the “Redemption Date”), subject to as the "REDEMPTION AMOUNT"rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. On or after May 1, 2012 (the “First Call Date”). In , the event Co-Issuers may redeem the Closing Bid Price Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the Obligor's Common Stock is above address of such Holder appearing in the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture Note Register at the Redemption Amount Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, and Additional Amounts, if any, to the remaining fifty percent (50%) at applicable Redemption Date, subject to the greater right of (i) Holders of record on the Redemption Amount and (ii) relevant Regular Record Date to receive interest due on the market value relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 1 of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price each of the Company's Common Stock years indicated below: Year Percentage 2012 105.50 % 2013 102.75 % 2014 and thereafter 100.00 % In addition, prior to May 1, 2011, the Co-Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 111.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, and Additional Amounts, if any, to the applicable Redemption Date, subject to the right of Holders of record on the day relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of Holdings or any direct or indirect parent of the Redemption Notice. The Obligor shall deliver Issuer to the Holder extent such net cash proceeds are contributed to Holdings; provided that at least 65% of the Redemption Amount on sum of the third (3rd) business day aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Redemption Notice. Notwithstanding Issue Date remains outstanding immediately after the foregoing, in the event occurrence of each such redemption; provided further that the Obligor has elected to redeem a portion each such redemption occurs within 90 days of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion date of this Debenture during closing of each such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateEquity Offering.

Right of Redemption. (a) The Obligor Company may, at its option option, redeem Securities of any series as permitted or required by the terms of such Securities, which redemption shall have be made in accordance with the rightterms of such Securities and this Article. In the case of Securities subject to the provisions of Article X hereof, with three the Company may also redeem the Securities of any Series, in whole or from time to time in part, at any time in order to protect Meditrust Corporation's status as a real estate investment trust (3) business days advance written notice (the "REDEMPTION NOTICEREIT"), to redeem a portion or all amounts outstanding under this Debenture prior to at the Maturity Date. If the Closing Bid Price option of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price Company at the time of the Redemption Notice, the Obligor shall pay an amount a redemption price equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) 100% of the principal amount plus accrued interest to the date of redemption. Notwithstanding any other provision of this Article 3, with respect to redemptions to protect Meditrust Corporation's status as a REIT, the Securities of any series will be immediately redeemable, at the option of and upon notice by the Company to the extent deemed sufficient in the opinion of the Board of Trustees of the Company to prevent the Holder of such Securities or any other Person having an interest therein if the Securities were thereupon converted from being redeemed deemed to own shares of common stock in excess of the limits prescribed in Meditrust Corporation's Certificate of Incorporation, as amended. The election of the Company to redeem any Securities pursuant to this Section shall be evidenced by a Board Resolution. The Company shall, at least 60 days prior to the Redemption Date fixed by the Company ("REDEMPTION PREMIUM"unless a shorter notice shall be satisfactory to the Trustee), and accrued interestnotify the Trustee of such Redemption Date and, (collectively referred to as in the "REDEMPTION AMOUNT"). In case of any redemption at the event the Closing Bid Price election of the Obligor's Common Stock is above Company of less than all the Fixed Price at the time Securities of a Redemption Notice the Obligor can redeem fifty percent (50%) any series, of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater amount of (i) the Redemption Amount and (ii) the market value Securities of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver that series to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date.

Right of Redemption. The Obligor If the VWAP exceeds $[____]2 per share of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends, and the like after the Initial Exercise Date), for twenty (20) or more consecutive trading days at its option shall have least three months after the Initial Exercise Date, then the Company may redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Redemption Right”) for consideration equal to $0.01 per Warrant Share (subject to adjustment, the “Redemption Price”). The Company must exercise its Redemption Right with three (3) business days advance respect to all of the outstanding Warrants issued by the Company pursuant to the Registration Statement in the Offering. To exercise its Redemption Right, the Company must deliver to all of the Holders of outstanding Warrants an irrevocable written notice (a “Redemption Notice”) indicating therein the "REDEMPTION NOTICE"), Company’s election to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stockoutstanding Warrants and setting forth a date for the redemption of such Warrants, as reported by Bloomberg, LP, is less than which date shall be at least thirty (30) days after the Fixed Price at the time date of the Redemption NoticeNotice (the “Redemption Date”). The Redemption Notice shall be mailed by first class mail, postage prepaid, by the Obligor shall pay an amount equal Company or its Agent to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) Holders of the principal amount being redeemed ("REDEMPTION PREMIUM")Warrants at their last addresses as they shall appear on the Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent, whether or not the Holder received such notice. The Company covenants and accrued interest, (collectively referred agrees that it will honor all Notices of Exercise with respect to as the "REDEMPTION AMOUNT"). In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m., Eastern time, on the Obligor can redeem fifty percent (50%) Redemption Date. Following the Redemption Date, the Holders of the principal amounts outstanding under this Debenture at Warrants shall have no further rights except to receive the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price upon surrender of the Company's Common Stock on Warrants. Nothing herein requires the day Company to exercise its Redemption Right. The Company may exercise its Redemption Right at any time after the three-month anniversary of the Redemption Notice. The Obligor shall deliver Initial Exercise Date, subject to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Noticeprovisions hereof. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion 2 200% of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing DateExercise Price.