Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. (a) During the period on or after the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the aggregate into more than the Conversion Cap.

Mandatory Conversion. 6 If the Company delivers to a Holder written notice (aa “Mandatory Conversion Notice”) During electing to exercise the period Company’s 6 Note to Draft: In the Series A-2 Certificate of Designations, upon receipt of the Requisite Stockholder Approval, each share of Series A-2 Preferred Stock will automatically convert into (x) that number of shares of Series A-1 Preferred Stock equal to (1) the sum of the Liquidation Preference of a share of Series A-2 Preferred Stock divided by (2) the sum of the Liquidation Preference of a share of Series A-1 Preferred Stock and (y) the right to receive the accrued and unpaid dividends thereon (whether or not declared). rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Class A Common Stock (and the amount of cash) into which such Holder’s shares of Series A-1 Preferred Stock will convert, then effective as of such Mandatory Conversion Date, all such Holder’s shares of Series A-1 Preferred Stock shall automatically convert into shares of Class A Common Stock as set forth below, subject to satisfaction of the following conditions: (i) if the Company Stockholder Meeting (as defined in the Investment Agreement) is required to be held pursuant to the Investment Agreement, the Requisite Stockholder Approval (as defined in the Company Stockholder Meeting) shall have been obtained; (ii) the Company shall have declared and paid all accrued but unpaid dividends on all then outstanding shares of Series A-1 Preferred Stock up to and including the Mandatory Conversion Date; and (iii) all shares of Class A Common Stock that either (x) are issuable upon conversion of Series A-1 Preferred Stock or after (y) were issued to Holders or one or more of their respective Affiliates on the 3Issue Date (or in respect of such shares of Class A Common Stock) shall have been registered by the Company for resale by the holders thereof pursuant to a then-year effective registration statement that is (I) an automatic shelf registration statement (as defined in Rule 405 (or any successor provision) of the Securities Act of 1933, as amended (the “Securities Act”)) or (II) if the Company is not then eligible to use an automatic shelf registration statement, on Form S-3 under Rule 415 under the Securities Act or any similar or successor short-form registration (“Short-Form Registration”); provided, however, that if the Company is not then eligible to use a Short-Form Registration, the Company may satisfy the condition in clause (iii) through a registration statement on Form S-1 or any similar or successor long-form registration that is then effective and available for the immediate offer, sale and distribution by the Holders and their Affiliates of all the shares of Class A Common Stock described in clause (iii). Notwithstanding the foregoing, if, prior to the [second7] anniversary of the Issue Date but Date, the Closing Price of the Class A Common Stock exceeds 130% of the Conversion Price for 30 consecutive Trading Days, then, if (x) the conditions set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence are satisfied and (y) the average weekly reported volume of trading in the Class A Common Stock on all national securities exchanges during the four most recently completed calendar weeks completed prior to the 5-year anniversary applicable Mandatory Conversion Date exceeds 1.5% of the Issue Date (then-issued and outstanding shares of Class A Common Stock, as of the “First Mandatory Conversion Period”)Business Day immediately following the final Trading Day of such 30 consecutive Trading Day period, the Company shall have the right, at its option, at any time or from time to give notice of its election time, to cause some or all Outstanding shares of the Series A-1 Preferred Stock to be automatically converted into shares of Class A Common Stock as set forth below by delivering a written notice to each holder of outstanding shares of Series A-1 Preferred Stock 7 Note to Draft: To be the same anniversary as included in the definition of Mandatory Conversion Date. describing (i) the applicable Mandatory Conversion Date, (ii) the conversion that occurred (or will occur) on such Mandatory Conversion Date, and (iii) with respect to such holder, the number of whole shares of Class A Common Stock (and cash in lieu of fractional shares) into which such holder’s shares of Series A-1 Preferred Stock converted (or will convert); provided, however, that (1) the Mandatory Conversion Date described in such notice may not be earlier than the fifth business day prior to delivery of such notice, and (2) the conditions set forth in clauses (x) and (y) of this sentence must remain satisfied as of such Mandatory Conversion Date. If the Company elects to cause less than all the shares of the Series A-1 Preferred Stock to be converted, the Company shall select the Series A-1 Preferred Stock to be converted from each Holder on a pro rata basis. If the Company selects a portion of a Holder’s Series A-1 Preferred Stock for each partial conversion at the option of the Company and such Holder converts a portion of its shares of Series A-1 Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7. Each share of Series A-1 Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock equal to (A) the quotient of (1) the Liquidation Preference divided by (2) 1,000 multiplied by (B) the Conversion Rate in effect on at the Mandatory Conversion Date time of such conversion (subject to aggregation and the limitations set forth in Section 11), with payment of cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion 12 of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereofthis Certificate of Designations). (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the aggregate into more than the Conversion Cap.

Mandatory Conversion. (a) During If the period on or after 180-Day Average Price and the 3related Two-year Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the Issue Date but prior to original issuance of the 5-year Series A Preferred Stock and no later than the second anniversary of the Issue Date (original issuance of the “First Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding exchange the then-outstanding shares of Series B Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such then-outstanding shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (b) During If the period on or after 45-Trading Day Average Price and the 5related Two-year Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the Issue Date but prior to the 7-year anniversary original issuance of the Issue Date (the “Second Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding exchange the then-outstanding shares of Series B Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such then-outstanding shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (c) On Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series B Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or after other national securities exchange or quoted on a nationally recognized quotation system on each day in the 7-year anniversary relevant Reference Period and as of the Issue Date date of such exchange, (ii) the “Final Mandatory Conversion Period”)average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Series B Shareholder Approval, (iv) as of the date of such exchange, the Company shall have Shelf Registration Statement (as such term is defined in the right, at its option, to give notice Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for each share of use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock equal pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series A Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu Corporation or any of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)Subsidiaries. (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open Notice of business on the first Trading Day following any date on which the condition described in any an exchange of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders shares of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Series B Preferred Stock pursuant to this Section 9, the Company A (a "Notice of Exchange") shall deliver be sent to the applicable Holder holders of record of the applicable number shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on the shares of Series B Preferred Stock that are exchanged shall cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common StockStock in such name or names. Other than such taxes, together with the Corporation will pay any applicable and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section A. On or after the Exchange Date, each holder of shares of Series B Preferred Stock that are to be exchanged shall surrender the certificate evidencing such shares of Series B Preferred Stock to the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash payment in lieu of any fractional share of Common Stockshares, on if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the 3rd Business Day immediately following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the relevant Mandatory terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In addition to any information required by applicable law or regulationthe event the Corporation delivers a Notice of Exchange, the press release Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (c) above is (i) the Mandatory Conversion Date; satisfied or (ii) waived by the number holders of a majority of the shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Series B Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Datethen outstanding. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section 9A, prior to the receipt of Shareholder Approval, shares of Preferred Stock Corporation shall not be convertible exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Sections 9(a), (bSection 2.1(c) or (c) in of the aggregate into more than Registration Rights Agreement during the Conversion Capperiod beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. (a) During The Corporation may require, by written notice to all holders of Preferred Stock, the period on or after the 3-year anniversary conversion of all of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of outstanding Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on Stock equal to the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriatesum of: (i) the Mandatory Conversion Date; (iia) the number of shares of Common Stock computed by multiplying the number of Preferred Shares to be issued upon converted by the Liquidation Value of a Preferred Share, and dividing the result by the applicable Conversion Price then in effect, plus (b) the number of shares of Common Stock that would be payable if all accrued but unpaid dividends were declared and paid on the Preferred Shares to be converted; provided that the Closing Price of the Common Stock (adjusted proportionately for stock dividends, stock splits, combinations, and similar changes in the Common Stock occurring after the Closing) on at least twenty (20) of the thirty (30) latest trading days preceding the date of the Corporation's notice has been greater than or equal to the Conversion Price. If the Corporation shall require the conversion of each share the Preferred Stock under this Section 5E within two years from the Initial Date of Issuance, then the number of shares of Common Stock into which the shares of Preferred StockStock are converted shall be increased by the number of shares of Common Stock that would be payable if the Corporation were immediately to declare and pay all dividends that in the absence of conversion would have accrued on such shares of Preferred Stock over the six-month period immediately following the date of conversion; provided, however, that the total dividends and (iii) that amounts in respect of dividends paid on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion DateDate of Issuance thereof, including any additional amounts in respect of dividends paid as a result of a required conversion under this Section 5E, shall cease to accrue not be less than the amount of dividends that would have accrued on all outstanding shares of the Preferred Stock called for a mandatory one full year following the Initial Date of Issuance. Any conversion pursuant to Section 9 and all rights of Holders shares of such Preferred Stock under this Paragraph 5E shall terminate except for the right be effected and be deemed to receive the whole shares have been effected as of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable date on which the Corporation provides written notice of such Dividend Payment Date conversion to the record holder holders of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion shares of Preferred Stock for dividends with respect to (the Common Stock issued upon "Mandatory Conversion Time"), and as of the Mandatory Conversion Time, the rights of the holders of the converted shares of Preferred Stock, as such, shall cease and terminate, such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, converted shares of Preferred Stock shall not be convertible pursuant retired in accordance with paragraph 3F, the shares of Common Stock into which such shares of Preferred Stock are converted shall be issued and deemed to Sections 9(a)have been issued, (bthe certificate(s) or (c) in that theretofore represented shares of Preferred Stock thereafter shall represent the aggregate number of shares of Common Stock into more than which the Conversion Capshares of Preferred Stock theretofore represented thereby shall have been converted, and the holder of any such certificate, upon the surrender thereof to the Corporation, shall be entitled to receive from the Corporation a new certificate representing the number of shares of Common Stock into which the shares of Preferred Stock theretofore represented thereby shall have been converted.

Mandatory Conversion. (a) During Subject to this Section 7 and the period conversion procedures set forth in Section 8, at any time on or after the 3-year third anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”)Original Issuance Date, the Company shall have may elect, upon the right, at its optionapproval of a majority of the independent and disinterested directors of the Board, to give notice convert all, but not less than all, of its election to cause all Outstanding the outstanding shares of Series B Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series B Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if 7, a “Mandatory Conversion,” and the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on date upon which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11)occurs, with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion In the case of any a Mandatory Conversion, each share of Series B Preferred Stock pursuant to this Section 9, the Company then outstanding shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: be converted into (i) the Mandatory Conversion Date; (ii) the a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series B Preferred Stock as of the applicable Mandatory Conversion Date, divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be issued upon conversion paid to the Holder of each share of Preferred Stock; and (iii) that dividends on the Series B Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights as of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment applicable Record Date shall be payable on for such Dividend Payment Date to Dividend, notwithstanding the record holder Company’s exercise of a Mandatory Conversion, and (y) the amount of such share at the close of business on such Dividend Record Date Dividend, if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided a Preferred Dividend, will not be included in the immediately preceding sentence with respect Liquidation Preference referred to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. in clause (gA) above. Notwithstanding anything to the contrary herein, in the event an Exchange Agreement Conversion does not occur prior to any Record Date for a Preferred Dividend or Participating Dividend, all shares of Series B Preferred Stock shall be automatically converted into a total of 1,601,505 shares of Common Stock immediately prior to such Record Date (an “Exchange Agreement Mandatory Conversion”), which conversion shall become effective immediately prior to such Record Date, and the Company shall not be obligated to comply with any of the notice or other obligations set forth in this Section 9, prior 7 with respect to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the aggregate into more than the Conversion Capsuch Exchange Agreement Mandatory Conversion.

Mandatory Conversion. (ai) During On the period on or after Conversion Date and subject only to the 3-year anniversary Ownership Limitation, all of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to then held by each Holder shall automatically and without any required action by any Holder, be automatically converted into that number of whole fully-paid, non-assessable shares of Common Stock for each share as determined by dividing the Aggregate Conversion Value of the Series B Preferred Stock equal shares subject to such conversion by the Conversion Rate in effect on the Mandatory Conversion Date Price (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion PremiumConversion” or “Conversion”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (bii) During No Mandatory Conversion shall result in the period on or after Conversion of more than that number of shares of Series B Preferred Stock, if any, such that, upon Conversion, the 5-year anniversary aggregate beneficial ownership of the Issue Date but prior Company’s Common Stock (calculated pursuant to the 7-year anniversary Rule 13d-3 of the Issue Date Securities Exchange Act of 1934, as amended) of such Holder and all persons affiliated with such Holder (“Beneficial Ownership”) is more than 9.99% of the Company’s Common Stock then outstanding (the “Second Ownership Limitation”). In the event any Mandatory Conversion Periodwould result in the issuance of shares of Common Stock to any Holder in excess of the Ownership Limitation, only that number of shares of Series B Preferred Stock which when Converted would not result in such Holder exceeding the Ownership Limitation shall be subject to such applicable Mandatory Conversion, if any, and Holder shall continue to hold any shares of Series B Preferred stock, the Conversion of which would result in Holder exceeding the Ownership Limitation. Thereafter, from time to time, on such day, if ever, that such applicable Holder shall sell shares of Common Stock; the Company shall issue additional shares of Common Stock; or the conversion of additional shares of Series B Preferred Stock would for any reason not result in such Holder holding Beneficial Ownership of more than the Ownership Limitation of Common Stock (an “Additional Conversion Date”), that number of additional shares of Series B Preferred Stock, subject only to the Ownership Limitation, shall be automatically converted into shares of Common Stock on such Additional Conversion Date, subject to the same terms and conditions herein as any other Mandatory Conversion and as determined by dividing the Aggregate Conversion Value of the Series B Preferred Stock shares subject to such conversion by the Conversion Price. The Ownership Limitation may be waived by any Holder by providing the Company at least sixty-one (61) days prior written notice of such Holder’s intent to waive such Ownership Limitation. (iii) Following a Mandatory Conversion, the Company shall have the right, at its option, within ten (10) Business Days issue to give notice of its election to cause each Holder all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal which such Holder is due in connection with such Mandatory Conversion (the “Mandatory Conversion Shares”) and promptly deliver such Mandatory Conversion Shares to the address of Holder which the Company then has on record, provided that the Company is not required to receive any confirmation that such Mandatory Conversion Rate in effect Shares were received by any Holder, but instead assuming such Mandatory Conversion Shares were sent to the address which the Company then has on record for such Holder, the Mandatory Conversion Date Shares shall be treated as received by the Holder for all purposes on the third (subject to 3rd) Business Day following the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (date such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected Shares were sent by the Company (the “Delivery”). The Mandatory Conversion Date”) and will Shares issuable in connection with a Mandatory Conversion shall be no fewer than 15 Trading Daysfully-paid, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of non-assessable shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on . Unless the 3rd Business Day immediately following the relevant Holder provides a valid opinion from an attorney stating that such Mandatory Conversion DateShares can be issued free of restrictive legend, which shall be determined by the Company in its sole discretion, prior to the issuance date of such Mandatory Conversion Shares, such Mandatory Conversion Shares shall be issued as Restricted Shares. (eiv) In addition to any information required The issuance and Delivery by applicable law or regulation, the press release and notice Company of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) Shares shall fully discharge the number Company from any and all further obligations under the Preferred Stock subject to such Mandatory Conversion and shall automatically, and without any required action by the Company or the Holder thereof, result in the cancellation, termination and invalidation of any outstanding Preferred Stock and/or Preferred Stock Certificates subject to the Mandatory Conversion held by Holder or his, her or its assigns. Upon the Delivery of shares of Common Stock issuable to be issued upon conversion the Holder in connection with a Mandatory Conversion (or in the event not all of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be held by any Holder is converted will cease to accrue on into Common Stock in connection with the Mandatory Conversion Date. (f) On and after the Mandatory Conversion DateConversion), dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date Certificates held by each Holder shall be payable on such Dividend Payment Date deemed to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date be adjusted and prior reduced to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, automatically reflect only those shares of Preferred Stock held by such Holder after affecting such Mandatory Conversion, without any required action by the Company or any Holder. (v) The Company and/or the Company’s Transfer Agent shall be authorized to take whatever action necessary, if any, following the issuance and Delivery of the Mandatory Conversion Shares to reflect the cancellation of the Preferred Stock subject to the Mandatory Conversion, which shall not require the approval and/or consent of any Holder, and provided that by agreeing to the terms and conditions of this Designation and the acceptance of the Preferred Stock, each Holder hereby agrees to release the Company and the Company’s Transfer Agent from any and all liability whatsoever in connection with the cancellation of the Preferred Stock subject to a Mandatory Conversion, following a Mandatory Conversion and a Delivery of such applicable Mandatory Conversion Shares, regardless of the return to the Company or the Transfer Agent of any certificates representing such Preferred Stock, which as stated above, shall be convertible pursuant automatically cancelled as provided above upon the issuance of such Mandatory Conversion Shares in connection with each applicable Mandatory Conversion (a “Cancellation”). (vi) Notwithstanding the above, each Holder, by accepting such Preferred Stock Certificates hereby covenants that it will, whenever and as reasonably requested by the Company and the Transfer Agent, at its sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Company or the Transfer Agent may reasonably require in order to Sections 9(a)complete, insure and perfect a Cancellation, if such may be reasonably required by the Company and/or the Company’s Transfer Agent. (bvii) In the event that the Delivery of any Mandatory Conversion Shares is unsuccessful and/or any Holder fails to accept such Mandatory Conversion Shares, such Mandatory Conversion Shares shall be held by the Company and/or the Transfer Agent in trust and shall be released to such Holder upon reasonable evidence to the Company or (c) the Transfer Agent that such Holder is the legal owner of such Mandatory Conversion Shares, provided that the Holder’s failure to accept such Mandatory Conversion Shares and/or the Company’s inability to Deliver such shares shall in no event effect the aggregate into more than validity of the Conversion CapCancellation.

Mandatory Conversion. (a) During the period on or after the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 three Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd third Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the aggregate into more than the Conversion Cap.

Mandatory Conversion. (a) During If the period on or after 180-Day Average Price and the 3related Two-year Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the Issue Date but prior to original issuance of the 5-year Series A Preferred Stock and no later than the second anniversary of the Issue Date (original issuance of the “First Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding shares of exchange the Series A Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (b) During If the period on or after 45-Trading Day Average Price and the 5related Two-year Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the Issue Date but prior to the 7-year anniversary original issuance of the Issue Date (the “Second Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding shares of exchange the Series A Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (c) On Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series A Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or after other national securities exchange or quoted on a nationally recognized quotation system on each day in the 7-year anniversary relevant Reference Period and as of the Issue Date date of such exchange, (ii) the “Final Mandatory Conversion Period”)average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Shareholder Approval, (iv) as of the date of such exchange, the Company shall have Shelf Registration Statement (as such term is defined in the right, at its option, to give notice Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for each share of use), and (v) the Corporation simultaneously exchanges the Series B Preferred Stock equal pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series B Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu Corporation or any of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)Subsidiaries. (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open Notice of business on the first Trading Day following any date on which the condition described in any an exchange of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders shares of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Series A Preferred Stock pursuant to this Section 9, the Company A (a "NOTICE OF EXCHANGE") shall deliver be sent to the applicable Holder holders of record of the applicable number shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series A Preferred Stock shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common StockStock in such name or names. Other than such taxes, together with the Corporation will pay any applicable and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series A Preferred Stock pursuant to this Section A. On or after the Exchange Date, each holder of shares of Series A Preferred Stock shall surrender the certificate evidencing shares of Series A Preferred Stock to the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash payment in lieu of any fractional share of Common Stockshares, on if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the 3rd Business Day immediately following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the relevant Mandatory terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In addition to any information required by applicable law or regulationthe event the Corporation delivers a Notice of Exchange, the press release Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (c) above is (i) the Mandatory Conversion Date; satisfied or (ii) waived by the number holders of a majority of the shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Series A Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Datethen outstanding. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section 9A, prior to the receipt of Shareholder Approval, shares of Preferred Stock Corporation shall not be convertible exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Sections 9(a), (bSection 2.1(c) or (c) in of the aggregate into more than Registration Rights Agreement during the Conversion Capperiod beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. (ai) During the period At any time on or after [●], 2021 [insert the 3-year fourth anniversary of the Initial Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”)Date], the Company Corporation shall have the right, at its option, to give notice of its election elect to cause all Outstanding or any portion of the outstanding shares of Series A Preferred Stock to be automatically converted into (i) that number of whole shares of Common Stock for each share of Series A Preferred Stock equal to the quotient of (A) the the Accreted Value divided by (B) the Conversion Rate in effect on Price as of the applicable Mandatory Conversion Date plus (subject to the limitations set forth in Section 11), with ii) cash in lieu of any fractional share pursuant shares as set out in Section 9, subject to Section 10. The Company may exercise its right the satisfaction of the following conditions with respect to cause a each such mandatory conversion pursuant to this Section 9(aconversion: (I) only if the Weighted Average Closing Sale Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price then in effect for at least 20 consecutive Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including ending on the last Trading Day of such 30-day period, ending on, and including, date immediately prior to the Trading Day immediately preceding date the Business Day on which the Company issues a press release announcing the mandatory conversion as notice described in Section 9(d). (b7(b)(ii) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected delivered by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion DateCorporation; (iiII) the number of shares of Common Stock to be issued upon conversion into which such shares of each share Series A Preferred Stock will convert shall not exceed 25 times the average daily trading volume of Preferred Stock; and (iii) that dividends the Common Stock on the Preferred New York Stock Exchange (or other principal stock exchange on which the Common Stock is then traded) during the 20 consecutive Trading Day period set forth in clause (I); (III) with respect to be converted will cease to accrue on any Holder, if the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion of the Holder’s Series A Preferred Stock are Registrable Securities and the Holder thereof with previously requested that all or any portion of such Registrable Securities be registered for resale by the Holder, such Registrable Securities have been so registered for resale pursuant to a cash payment resale registration statement and the Corporation is not then in lieu breach of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment its obligations under the Registration Rights Agreement with respect to such registration or requirements to maintain the Preferred Stock called for a effectiveness of such registration statement registering the resale of such Registrable Securities; and (IV) the Corporation shall only be entitled to deliver one notice to the Holders pursuant to this Section 7(b)(ii) in any one hundred and eighty day period. (ii) To exercise the mandatory conversion pursuant right described in Section 7(b)(i), the Corporation must deliver to Section 9 the Holders a notice setting forth: (i) the date on a date during which the period beginning at mandatory conversion will occur (the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date “Mandatory Conversion Date”), which shall be payable on such Dividend Payment Date to no earlier than the record holder date that is three (3) Trading days after the notice described in this Section 7(a)(iii) is delivered; (ii) calculations supporting the satisfaction of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided condition in clause (II) in the immediately preceding sentence section 7(b)(i) and (iii) with respect to a mandatory conversion pursuant to Section 9each Holder, no payment or adjustment shall be made upon conversion the number of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock to be converted. Effective as of such Mandatory Conversion Date, all such Holder’s shares of Series A Preferred Stock shall automatically convert into shares of Common Stock as set forth in Section 7(a)(i). (iii) If the Corporation elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Corporation shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. (iv) Notwithstanding the foregoing, the Corporation shall not be convertible entitled to convert the last share of Series A Preferred Stock held by Carlyle into Common Stock pursuant to Sections 9(a)this Section 7(b) at any time that such share on an as-converted basis, (b) together with any shares of Common Stock held or (c) in the aggregate into to be held by Carlyle immediately following such conversion, would represent more than 5% of the Conversion Captotal number of issued and outstanding shares of Common Stock as of such date.

Mandatory Conversion. (a) During If the period on or after 180-Day Average Price and the 3related Two-year Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the Issue Date but prior to original issuance of the 5-year Series A Preferred Stock and no later than the second anniversary of the Issue Date (original issuance of the “First Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding exchange the then-outstanding shares of Series B Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such then-outstanding shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (b) During If the period on or after 45-Trading Day Average Price and the 5related Two-year Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the Issue Date but prior to the 7-year anniversary original issuance of the Issue Date (the “Second Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding exchange the then-outstanding shares of Series B Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such then-outstanding shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (c) On Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series B Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or after other national securities exchange or quoted on a nationally recognized quotation system on each day in the 7-year anniversary relevant Reference Period and as of the Issue Date date of such exchange, (ii) the “Final Mandatory Conversion Period”)average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Series B Shareholder Approval, (iv) as of the date of such exchange, the Company shall have Shelf Registration Statement (as such term is defined in the right, at its option, to give notice Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for each share of use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock equal pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series A Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu Corporation or any of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)Subsidiaries. (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open Notice of business on the first Trading Day following any date on which the condition described in any an exchange of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders shares of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Series B Preferred Stock pursuant to this Section 9, the Company A (a "NOTICE OF EXCHANGE") shall deliver be sent to the applicable Holder holders of record of the applicable number shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on the shares of Series B Preferred Stock that are exchanged shall cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common StockStock in such name or names. Other than such taxes, together with the Corporation will pay any applicable and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section A. On or after the Exchange Date, each holder of shares of Series B Preferred Stock that are to be exchanged shall surrender the certificate evidencing such shares of Series B Preferred Stock to the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash payment in lieu of any fractional share of Common Stockshares, on if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the 3rd Business Day immediately following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the relevant Mandatory terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In addition to any information required by applicable law or regulationthe event the Corporation delivers a Notice of Exchange, the press release Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (c) above is (i) the Mandatory Conversion Date; satisfied or (ii) waived by the number holders of a majority of the shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Series B Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Datethen outstanding. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section 9A, prior to the receipt of Shareholder Approval, shares of Preferred Stock Corporation shall not be convertible exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Sections 9(a), (bSection 2.1(c) or (c) in of the aggregate into more than Registration Rights Agreement during the Conversion Capperiod beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. (a) During Upon the period on or after the 3-year anniversary closing of the Issue Date but prior to the 5-year anniversary sale of the Issue Date (the “First Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share in an underwritten firm commitment public offering pursuant to an effective registration statement under the Securities Act of Preferred Stock equal 1933, as amended, in which (i) the price to the Conversion Rate in effect on the Mandatory Conversion Date public per share is at least $22.70 (subject to equitable adjustment for any stock dividend, stock split, stock split-up, combination of shares or the limitations set forth in Section 11like) and (ii) the aggregate offering price is at least $50,000,000 (based on the market price or fair value at the time of such offering) (the “IPO Mandatory Conversion Date”), with cash in lieu (i) all outstanding shares of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory Series A-1 Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective applicable conversion pursuant to this Section 9(arate for Series A-1 Preferred Stock, (ii) only if all outstanding shares of Series A-2 Preferred Stock shall automatically be converted into shares of Common Stock, at the Weighted Average Price of then effective applicable conversion rate for Series A-2 Preferred Stock and (iii) all provisions included under the Common Stock equals or exceeds 140% (such percentage, the caption “First Mandatory Conversion PremiumPreferred Stock”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and includingall references to the Preferred Stock, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)shall be deleted and shall be of no further force or effect. (b) During All outstanding shares of Series A-1 Preferred Stock shall automatically be converted into shares of Common Stock, at the period on or after then effective applicable conversion rate for Series A-1 Preferred Stock and all outstanding shares of Series A-2 Preferred Stock shall automatically be converted into shares of Common Stock, at the 5-year anniversary then effective applicable conversion rate for Series A-2 Preferred Stock upon the conversion of more than 75% in voting power of the Issue Date but prior to the 7-year anniversary aggregate number of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole at any time issued by the Corporation (other than any shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11)that have been redeemed or, with cash in lieu of any fractional share if a Redemption Election has been made pursuant to Section 10. The Company may exercise its right 7 below, that the Corporation is required to cause a mandatory conversion redeem pursuant to this such Section 9 only if 7). Such conversion shall be deemed to have occurred on the Weighted Average Price date (the “Special Conversion Date” and collectively with the IPO Mandatory Conversion Date, “Mandatory Conversion Dates”) upon which the aggregate number of the shares of Preferred Stock which have been converted to Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)75%. (c) On or after the 7-year anniversary All holders of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice record of its election to cause all Outstanding shares of Preferred Stock to shall be automatically converted into that number given written notice of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the relevant Mandatory Conversion Date (subject to and the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a place designated for mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either all such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, 6. Such notice need not be given in advance of the Company shall deliver to the applicable Holder the applicable number occurrence of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; . Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of Preferred Stock at such holder’s address last shown on the records of the transfer agent for the Preferred Stock (iior the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of Preferred Stock shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock which such holder is entitled pursuant to be converted will cease to accrue on this Section 6. On the Mandatory Conversion Date, all outstanding shares of Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock) will terminate, except for the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive certificates for the number of shares of Common Stock into which such Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for such Preferred Stock (or lost certificate affidavit and agreement), the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (fd) On All certificates evidencing shares of Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, dividends shall cease be deemed to accrue on have been retired and cancelled and the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Preferred Stock may not be convertible pursuant reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to Sections 9(a), (b) or (c) in reduce the aggregate into more than the Conversion Capauthorized number of shares of Preferred Stock accordingly.

Mandatory Conversion. (a) During the period on or If (x) at any time after the 3-one (1) year anniversary of the Original Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”)Date, the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Market Price of the Common Stock equals or exceeds 140% $23.00 per share (such percentageas adjusted to reflect stock splits, the “First Mandatory Conversion Premium”) stock dividends, stock combinations, recapitalizations and like occurrences), then effective as of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period close of 30 consecutive Trading Days, including business on the last Trading Day trading day of such the thirty (30-) day period, ending on, and including, the Trading Day immediately preceding the Business Day on period in which the Company issues Market Price so exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) the Corporation enters into a press release announcing the mandatory conversion as described binding agreement in Section 9(d). (b) During the period on or after the 5-year anniversary respect of a Sale of the Issue Date but prior to Company in which the 7per-year anniversary share purchase price of the Issue Date (the “Second Mandatory Conversion Period”), Common Stock in connection with such Sale of the Company shall have is less than $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences) and the Majority Holders did not exercise their Holder Corporation Sale Optional Redemption right, at if applicable, or the Corporation does not exercise its optionCorporation Optional Redemption right, to give notice of its election to cause then all Outstanding outstanding shares of Series A Preferred Stock to shall automatically be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to at the then effective Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price as of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open close of business on the first Trading Day following any date on which last day of such thirty day period or the condition described in any day immediately preceding the consummation of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders Sale of the Preferred Stock Company, as the case may be (not later than 3 Business Days after the date either of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (such date, the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, ). The Corporation shall file a Certificate of Elimination with the Secretary of State of the State of Delaware terminating this Certificate of Designation as soon as practicable after the date on which Mandatory Conversion Date. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Company issues applicable Mandatory Conversion Date and the press release described in this Section 9(d). Upon place designated for mandatory conversion of any all such shares of Series A Preferred Stock pursuant to this Section 910. Such notice shall be given (x) in the case of Section 10 (a) (x), within five (5) business days after the Company shall deliver occurrence of the Market Price exceeding $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) in the case of Section 10 (a) (y), thirty (30) days prior to the consummation of such Sale of the Company. Such notice shall be sent by overnight courier or first class or registered mail, postage prepaid, to each record holder of applicable Holder Series A Preferred Stock at such holder’s address last shown on the records of the transfer agent for Series A Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of the applicable number of shares of Common StockSeries A Preferred Stock shall surrender his, together with any applicable cash payment her or its certificate or certificates for all such shares to the Corporation at the place designated in lieu of any fractional share of Common Stocksuch notice, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 10; provided, that if any certificate representing the Series A Preferred Stock has been lost, stolen or destroyed, such holder will execute and deliver to the Corporation an affidavit of loss in connection with such lost, stolen or destroyed certificate(s), in a form reasonably acceptable to the Corporation. Upon such holder of Series A Preferred Stock becoming the record holder of the shares of Common Stock received upon conversion, all rights with respect to Series A Preferred Stock so converted will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefore (or, if applicable, upon delivery to the Corporation of the affidavit of loss), to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon, if any. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the applicable Mandatory Conversion Date and the surrender of the certificate or certificates for the shares of Series A Preferred Stock, the Corporation shall cause to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends delivered to such holder, or on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Datehis, dividends shall cease to accrue on the Preferred Stock called for her or its written order, a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except certificate or certificates for the right to receive the whole number of full shares of Common Stock issuable upon on such conversion thereof in accordance with a the provisions hereof and cash payment as provided in lieu Section 7(b) in respect of any fractional fraction of a share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued otherwise issuable upon such conversion thereofconversion. (gc) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be convertible obligated to) thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Common Stock by the number of shares of Series A Preferred Stock so converted. (d) Any Series A Preferred Stock converted pursuant to Sections 9(a)this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Corporation may (bbut shall not be obligated to) or (c) in from time to time take such appropriate action as may be necessary to reduce the aggregate into more than the Conversion Capauthorized Preferred Stock accordingly.

Mandatory Conversion. Effective as of a date following the second (a2nd) During the period on or after the 3-year anniversary of the Original Issue Date but prior to upon which the 5-year Daily VWAP of the Ordinary Shares on each day of any 15 consecutive Trading Day period following the second (2nd) anniversary of the Original Issue Date (ending on the Trading Day immediately preceding delivery by the Company of the Mandatory Conversion Notice (as defined below)) equals or exceeds 150% of the Conversion Price (the “First Mandatory Conversion PeriodTime”), provided (i) all Requisite Approvals with respect to all holders of Convertible Preferred Shares have been obtained, (ii) an effective Shelf Registration Statement (as defined in the Investor Agreement) covers the resale of the Ordinary Shares issued upon conversion and (iii) such Ordinary Shares are listed on the NASDAQ Stock Market or, if the principal stock exchange on which the Ordinary Shares are then listed is the New York Stock Exchange, the New York Stock Exchange (or, if the Ordinary Shares are then listed on both the New York Stock Exchange and the NASDAQ Stock Market (and such listings were done with the cooperation of the Company), both such exchanges), the Company shall have the right, at its option, be entitled to give notice of its election to cause require all Outstanding shares of (but not less than all) outstanding Convertible Preferred Stock Shares to be automatically converted into that Ordinary Shares at the Conversion Price in effect immediately prior to such conversion, with the aggregate number of whole shares of Common Stock for each share of Preferred Stock equal Ordinary Shares to be issued by the Company to be determined pursuant to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations formula set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 104.1. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 94.10, prior the Company’s exercise of its right to require conversion of the receipt Convertible Preferred Shares will not apply and no Mandatory Conversion Notice may be delivered with respect to any Convertible Preferred Shares as to which a Repurchase Notice has been duly delivered. In the event the Company elects to require all outstanding Convertible Preferred Shares to be converted into Ordinary Shares, the Company shall provide all holders of Shareholder Approval, shares record of Convertible Preferred Stock shall not be convertible Shares written notice of such election (the “Mandatory Conversion Notice”) no later than ten (10) Business Days after the Mandatory Conversion Time. The Mandatory Conversion Notice must state (i) that the Company has exercised its right to cause the mandatory conversion of the Convertible Preferred Shares pursuant to Sections 9(a), this Section 4.10; (bii) or the date of the Mandatory Conversion Time and the date scheduled for settlement of such mandatory conversion; (ciii) in the aggregate into more than the Conversion CapPrice in effect at the Mandatory Conversion Time; and (iv) a certification that all Requisite Approvals with respect to all holders of Convertible Preferred Shares with respect to such conversion have been obtained. If the Company duly exercises, in accordance with this Section 4.10, its right to require conversion of the Convertible Preferred Shares, then (x) the conversion of such shares will occur automatically and without the need for any action on the part of the holders thereof; and (y) as soon as practicable after the Mandatory Conversion Notice, the Company will register the Ordinary Shares due upon such conversion to each holder, or to such holder’s nominee(s) as of the close of business on the date of the Mandatory Conversion Time and deliver to such holders cash as provided in Section 4.2 in lieu of any fraction of an Ordinary Share otherwise issuable upon such conversion.

Mandatory Conversion. (a) During If the period on or after 180-Day Average Price and the 3related Two-year Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the Issue Date but prior to original issuance of the 5-year Series A Preferred Stock and no later than the second anniversary of the Issue Date (original issuance of the “First Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding exchange the then-outstanding shares of Series A Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such then-outstanding shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (b) During If the period on or after 45-Trading Day Average Price and the 5related Two-year Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the Issue Date but prior to the 7-year anniversary original issuance of the Issue Date (the “Second Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding exchange the then-outstanding shares of Series A Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such then-outstanding shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (c) On Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series A Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or after other national securities exchange or quoted on a nationally recognized quotation system on each day in the 7-year anniversary relevant Reference Period and as of the Issue Date date of such exchange, (ii) the “Final Mandatory Conversion Period”)average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Series A Shareholder Approval, (iv) as of the date of such exchange, the Company shall have Shelf Registration Statement (as such term is defined in the right, at its option, to give notice Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for each share of use), and (v) the Corporation simultaneously exchanges any issued and outstanding Series B Preferred Stock equal pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series B Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu Corporation or any of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)Subsidiaries. (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open Notice of business on the first Trading Day following any date on which the condition described in any an exchange of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders shares of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Series A Preferred Stock pursuant to this Section 9, the Company A (a "NOTICE OF EXCHANGE") shall deliver be sent to the applicable Holder holders of record of the applicable number shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on the shares of Series A Preferred Stock that are exchanged shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common StockStock in such name or names. Other than such taxes, together with the Corporation will pay any applicable and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series A Preferred Stock pursuant to this Section A. On or after the Exchange Date, each holder of shares of Series A Preferred Stock that are to be exchanged shall surrender the certificate evidencing such shares of Series A Preferred Stock to the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash payment in lieu of any fractional share of Common Stockshares, on if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the 3rd Business Day immediately following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the relevant Mandatory terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In addition to any information required by applicable law or regulationthe event the Corporation delivers a Notice of Exchange, the press release Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (c) above is (i) the Mandatory Conversion Date; satisfied or (ii) waived by the number holders of a majority of the shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Series A Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Datethen outstanding. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section 9A, prior to the receipt of Shareholder Approval, shares of Preferred Stock Corporation shall not be convertible exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Sections 9(a), (bSection 2.1(c) or (c) in of the aggregate into more than Registration Rights Agreement during the Conversion Capperiod beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. (a) During the period At any time on or after July 15, 2018, if the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares Last Reported Sales Price of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock Units equals or exceeds 140150% (such percentage, the “First Mandatory Conversion Premium”) of the then-current prevailing Conversion Price for at least 20 Series A Trading Days (whether or not consecutive) in a period of 30 consecutive Series A Trading Days, including the last Series A Trading Day of such 30-day Series A Trading Day period, ending on, and including, the Series A Trading Day immediately preceding the Business Day on which the Company issues Partnership’s issuance of a press release (as provided in Section 16.5(b)) announcing the mandatory conversion as described in Section 9(d)Mandatory Conversion, the Partnership may at its option, cause all or a portion of the Series A Preferred Units to be automatically converted (a “Mandatory Conversion”) into a number of Common Units for each Series A Preferred Units equal to the then-applicable Conversion Rate. The Partnership may not authorize, issue a press release or give notice of any Mandatory Conversion unless all accumulated and unpaid distributions on the Series A Preferred Units (whether or not declared) for Series A Distribution Periods ended prior to the date of such press release shall have been paid. (b) During To exercise the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”right described in Section 16.5(a), the Company Partnership shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the CompanyPartnership) prior to the open Open of business Business on the first Series A Trading Day immediately following any date on which the condition conditions described in any of Sections 9(aSection 16.5(a) through 9(c) is are met, announcing such a mandatory conversionMandatory Conversion. The Company Partnership shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders registered holders of the Series A Preferred Stock Units (not later more than 3 three Series A Business Days after the date of the press release) of the mandatory conversion Mandatory Conversion announcing the CompanyPartnership’s intention to convert the Series A Preferred StockUnits. The conversion date will shall be a date selected by the Company Partnership (the date so selected, the “Mandatory Conversion Date”) and will shall be no fewer later than 15 Trading Days, nor more than 20 Trading Days, 10 Series A Business Days after the date on which the Company Partnership issues the such press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Daterelease. (ec) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion Mandatory Conversion described in Section 9 16.5(b) shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock Units to be issued upon conversion of each share of Series A Preferred StockUnit; and (iii) that dividends distributions on the Series A Preferred Stock Units to be converted will shall cease to accrue on the Mandatory Conversion Date. (fd) Upon conversion, except as provided under Section 16.4(e), the Person in whose name Common Units shall be issuable upon such conversion will become the holder of record of such Common Units as of the Close of Business on the Mandatory Conversion Date, and the Partnership shall deliver for each Series A Preferred Unit being converted a number of Common Units equal to the then-applicable Conversion Rate (together with a cash payment in lieu of any fractional unit) on the third Series A Business Day immediately following the relevant Conversion Date. (e) On and after the Mandatory Conversion Date, dividends distributions shall cease to accrue on the Series A Preferred Stock Units called for a mandatory conversion pursuant to Section 9 Mandatory Conversion and all rights of Holders holders of such Series A Preferred Stock Units shall terminate terminate, except for the right to receive the whole shares of Common Stock Units issuable upon conversion thereof with thereof, any accumulated and unpaid distributions (other than previously declared distributions on the Series A Preferred Units payable to holders of record as of a prior date) and cash payment in lieu of any fractional share of Common Stock in accordance with units, pursuant to Section 1016.11. The full amount of any dividend Distribution payment with respect to the Series A Preferred Stock Units called for a mandatory conversion pursuant to Section 9 Mandatory Conversion on a date during the period beginning at between the close Close of business Business on any Dividend Series A Distribution Record Date and ending on to the close Close of business Business on the corresponding Dividend Series A Distribution Payment Date (if declared) shall be payable on such Dividend Series A Distribution Payment Date to the record holder of such share at the close of business unit on such Dividend Series A Distribution Record Date even if such share has Series A Preferred Units have been converted after such Dividend Series A Distribution Record Date and prior to such Dividend Series A Distribution Payment Date. Except as provided described in the immediately preceding sentence with respect to a mandatory conversion pursuant to this Section 916.5(e), no payment or adjustment shall be made upon conversion of Series A Preferred Stock Units for dividends accumulated and unpaid distributions or distributions with respect to the Common Stock Units issued upon such conversion thereofthereon. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the aggregate into more than the Conversion Cap.

Mandatory Conversion. (a) During the period on or If, at any time after the 3date that is sixty-year anniversary six (66) months after the original issuance of the Issue Date but prior to Series B Preferred Stock, for twenty (20) Trading Days in any 30-Trading Day Reference Period, the 5-year anniversary Closing Price of the Issue Date Common Stock exceeds 125% of the Conversion Price (the “First Mandatory Conversion Period”as adjusted pursuant to Article VII hereof), then the Company Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding convert the then-outstanding shares of Series B Preferred Stock Stock, in whole and not in part, into (i) at any time prior to be automatically converted into that the Majority Ownership Date, such number of whole shares of Common Stock for each share as would then be permitted to be issued under Section VII.A(c)(iii), with all shares of Series B Preferred Stock not so converted into Common Stock being convertible into a number of shares of Class B Common Stock equal to the Class B Common Stock Conversion Rate in effect Number on the Mandatory Conversion Date Date, and (subject ii) at any time after the Majority Ownership Date, a number of shares of Common Stock equal to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentageConversion Number on the Mandatory Conversion Date; provided however, that if the Class B Common Stock Authorization shall not have occurred prior to the Mandatory Conversion Date, the “First Mandatory Conversion Premium”) Corporation shall not have the right to convert any outstanding shares of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) Series B Preferred Stock as provided in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)this paragraph. (b) During the period on or after the 5-year anniversary of the Issue Date but prior Notwithstanding anything in this Section A to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”)contrary, the Company Corporation shall not have the right, at its option, right to give notice of its election to cause all Outstanding shares of convert the Series B Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred or Class B Common Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if A unless (i) the Weighted Average Price Corporation simultaneously exercises the right, pursuant to Section V.A of the Series A Preferred Stock Certificate of Designation (the "Series A Certificate of Designation"), to convert the then-outstanding shares of Series A Preferred Stock, in whole and not in part, into shares of Common Stock, (ii) the Common Stock equals shall have been validly listed for trading on NASDAQ or exceeds 115% another national securities exchange or quoted on a nationally recognized quotation system on each day in the 30-Day Reference Period and as of the date of such conversion, (such percentage, iii) the “Second Mandatory Conversion Premium”average daily trading volume in the Common Stock during the 30-Day Reference Period is at least fifty percent (50%) of the thenaverage daily trading volume in the Common Stock for the 180-current Conversion Price for at least 20 Trading Days day period ending on the date of the Securities Purchase Agreement, and (whether iv) the Class B Common Stock Authorization has occurred. The Corporation may not effect any such conversion if such conversion would: (A) violate any provision of the Certificate of Incorporation or not consecutivethe Bylaws; (B) conflict with, contravene or result in a period breach or violation of 30 consecutive Trading Daysany of the terms or provisions of, including or constitute a default (with or without notice or the last Trading Day passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under (unless such 30-day periodconsent, ending onwaiver or approval is obtained prior to effecting such conversion), and includingany note, the Trading Day immediately preceding the Business Day on bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company issues Corporation or any of its Subsidiaries is a press release announcing party or by which the mandatory conversion Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (C) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries other than immaterial Liens; or (D) violate any Law applicable to the Corporation or any of its Subsidiaries. The Holders agree to cooperate with the Corporation in providing such information and supplying such assistance as described may be reasonably requested by the Corporation in Section 9(d)connection with obtaining any consent, waiver or approval in respect of any Regulatory Approval required prior to effecting any such conversion. (c) On or after the 7-year anniversary Notice of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice a conversion of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Series B Preferred Stock pursuant to this Section 9A (a "Notice of Mandatory Conversion") shall be sent to the Holders of record by first class mail, postage prepaid, at each such Holder's address as it appears on the stock record books of the Corporation, not before the expiration of the 30-Day Reference Period and not more than six (6) Business Days subsequent to the last day of the 30-Day Reference Period. The Notice of Mandatory Conversion shall set forth the date fixed for the conversion which shall not be before, and shall not be more than 30 days after, the Company shall deliver to date of the applicable Holder mailing of the applicable number Notice of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on Mandatory Conversion (the 3rd Business Day immediately following the relevant "Mandatory Conversion Date. (e") In addition and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to any information required by applicable law or regulation, the press release effect such conversion. From and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) after the Mandatory Conversion Date; (ii) , all dividends on the number shares of Series B Preferred Stock that are converted shall cease to accumulate and all rights of the Holders thereof as Holders shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and Class B Common Stock to Holders on the Mandatory Conversion Date, in which case all such rights shall continue unless and until such shares are redeemed or converted in accordance with the terms hereof. Prior to the Mandatory Conversion Date, each Holder shall provide a written notice to the Corporation specifying the name or names in which such Holder wishes the certificate or certificates for shares of Common Stock or Class B Common Stock to be issued. If no such notice is delivered, such certificates for shares of Common Stock or Class B Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such Holder. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock to or Class B Common Stock in such name or names. Other than such taxes, the Corporation shall pay any and all documentary, stamp or similar issue or transfer taxes (other than taxes based on income) that may be issued upon payable in respect of any issue or delivery of shares of Common Stock or Class B Common Stock on conversion of Series B Preferred Stock pursuant to this Section A. On or after the Mandatory Conversion Date, each share Holder whose shares are so converted shall surrender the certificate formerly evidencing such shares of Preferred Stock; and (iii) that dividends on the Series B Preferred Stock to the Corporation at the place designated in the Notice of Mandatory Conversion. As promptly as practical, and in any event within three (3) Business Days after the Mandatory Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the Holder of shares being so converted will cease certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock or Class B Common Stock to accrue on which such Holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such conversion shall be deemed a conversion effected pursuant to Article VII and the terms and procedures set forth in Article VII shall apply. For such purpose, the applicable Conversion Date shall be the Mandatory Conversion Date. (fd) On and after In the event the Corporation delivers a Notice of Mandatory Conversion DateConversion, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date Corporation shall be payable on such Dividend Payment Date obligated to effect the record holder conversion described therein, provided that each of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior conditions to such Dividend Payment Date. Except as provided conversion set forth in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. subsections (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(aa), (b) or and (c) in above is (i) satisfied or (ii) waived by the aggregate into more than Holders of a majority of the Conversion Capshares of Series B Preferred Stock then outstanding.

Mandatory Conversion. SECTION 5.1 (a) During the period on or after the 3-year anniversary of the Issue Date but prior Subject to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”Section 5.1(b), the Company shall have the right, at its option, to give notice each share of its election to cause all Outstanding shares of Series D Preferred Stock to shall be automatically converted into that number of whole ten (10) fully paid and nonassessable shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Class A Common Stock, together with any applicable cash payment in lieu upon the occurrence of any fractional share of Common Stockthe following events or dates (each, a "Conversion Trigger Event"), without any action on the 3rd Business Day immediately following the relevant Mandatory Conversion Date.part of any Holder: (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; effective time of the Merger provided for in Article I of the Merger Agreement; (ii) on the first date that the sum of (A) the number of shares of Class A Common Stock to be issued into which the shares of Series D Preferred Stock then held of record and beneficially by the Initial Holder [or any Voting Permitted Transferee]*are convertible on such date and (B) the number of shares of Class A Common Stock, if any, theretofore received by the Initial Holder [or any Voting Permitted Transferee] upon conversion of each share shares of Series D Preferred Stock; , for which shares of Class A Common Stock the Initial Holder [or any Voting Permitted Transferee] shall continue to be the record and beneficial owner as of the date of any determination under this clause (ii), shall cease to constitute 51% or more of the aggregate number of shares of Class A Common Stock into which the shares of Series D Preferred Stock issued to the Initial Holder on the Issuance Date were convertible into on such date (as such aggregate number may be adjusted from time to time as necessary to reflect appropriately any stock splits, subdivisions, combinations and similar changes to the Capital Stock of the Issuer); (iii) that dividends on the purported sale, assignment, transfer or other disposition of a share of Series D Preferred Stock or beneficial ownership thereof [(A)] by the Initial Holder to be converted will cease any Person other than a Permitted Transferee [or a Voting Permitted Transferee or (B) by a Voting Permitted Transferee to accrue on the Mandatory Conversion Date.any other Person]; or (fiv) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights 2007 [FIVE YEARS FROM ISSUE DATE]; unless such share of Holders of such Series D Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock have earlier have been converted in accordance with Article 4 hereof or this Article 5. For purposes of this Section 10. The full amount 5.1 and ---------- * Throughout this Certificate of any dividend payment with respect to Designations, text enclosed by bold brackets applies only if the Series D Preferred Stock called for a mandatory conversion pursuant to is initially issued as non-voting stock as contemplated by Section 9 on a date during 6.01(a)(iii) of the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereofInvestment Agreement. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the aggregate into more than the Conversion Cap.

Mandatory Conversion. (a) During If the period on or after 180-Day Average Price and the 3related Two-year Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the Issue Date but prior to original issuance of the 5-year Series A Preferred Stock and no later than the second anniversary of the Issue Date (original issuance of the “First Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding exchange the then-outstanding shares of Series A Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such then-outstanding shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (b) During If the period on or after 45-Trading Day Average Price and the 5related Two-year Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the Issue Date but prior to the 7-year anniversary original issuance of the Issue Date (the “Second Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding exchange the then-outstanding shares of Series A Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such then-outstanding shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (c) On Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series A Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or after other national securities exchange or quoted on a nationally recognized quotation system on each day in the 7-year anniversary relevant Reference Period and as of the Issue Date date of such exchange, (ii) the “Final Mandatory Conversion Period”)average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Series A Shareholder Approval, (iv) as of the date of such exchange, the Company shall have Shelf Registration Statement (as such term is defined in the right, at its option, to give notice Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for each share of use), and (v) the Corporation simultaneously exchanges any issued and outstanding Series B Preferred Stock equal pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series B Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu Corporation or any of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)Subsidiaries. (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open Notice of business on the first Trading Day following any date on which the condition described in any an exchange of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders shares of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Series A Preferred Stock pursuant to this Section 9, the Company A (a "Notice of Exchange") shall deliver be sent to the applicable Holder holders of record of the applicable number shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on the shares of Series A Preferred Stock that are exchanged shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common StockStock in such name or names. Other than such taxes, together with the Corporation will pay any applicable and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series A Preferred Stock pursuant to this Section A. On or after the Exchange Date, each holder of shares of Series A Preferred Stock that are to be exchanged shall surrender the certificate evidencing such shares of Series A Preferred Stock to the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash payment in lieu of any fractional share of Common Stockshares, on if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the 3rd Business Day immediately following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the relevant Mandatory terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In addition to any information required by applicable law or regulationthe event the Corporation delivers a Notice of Exchange, the press release Corporation shall be obligated to effect the exchange described therein, provided that each of the conditions to such exchange set forth in subsections (a), (b) and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (c) above is (i) the Mandatory Conversion Date; satisfied or (ii) waived by the number holders of a majority of the shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Series A Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Datethen outstanding. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section 9A, prior to the receipt of Shareholder Approval, shares of Preferred Stock Corporation shall not be convertible exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Sections 9(a), (bSection 2.1(c) or (c) in of the aggregate into more than Registration Rights Agreement during the Conversion Capperiod beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. (a) During Subject to the period provisions of this Section 7, for so long as ADSs are listed on the Trading Market, if at any date and from time to time on or after the 3date that is six (6) months from the Original Issuance Date, (1) the Daily VWAP of each of twenty-year anniversary four (24) or more Trading Days within a period of thirty (30) consecutive Trading Days ending on such date equals or exceeds the Conversion Threshold for the applicable Trading Day and (2) the Daily VWAP of the Issue Date but prior to last Trading Day of such thirty (30)-day period equals or exceeds the 5-year anniversary of the Issue Date Conversion Threshold for such last Trading Day (collectively, the “First Mandatory Conversion PeriodTrigger Event”), the Company shall have the rightright to notify the holders of Series A Preferred Shares in accordance with the requirements and procedures set out in Section 7.3(b), whereupon all but not less than all of the outstanding Series A Preferred Shares (including any fraction of a Series A Preferred Share) held by such holders, plus (a) any unpaid, accrued and accumulated dividends thereon as of the immediately preceding Dividend Payment Date and (b) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, accrued and accumulated dividends thereon that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, shall be converted into Conversion Securities in connection with this Section 7.2. For the avoidance of doubt, if the Company elects, at its optionsole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to give notice of its election to cause all Outstanding shares of Series A Preferred Stock Shares being converted to be automatically converted into that paid in cash, the Company shall pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date. The number of whole shares Conversion Securities into which any holder’s Series A Preferred Shares shall be converted shall be determined by (i) multiplying the number of Common Stock for each share Series A Preferred Shares (including any fraction of a Series A Preferred Stock equal Share) to be converted by the sum of (x) the Liquidation Value plus (y) any unpaid, accrued and accumulated dividends as of the immediately preceding Dividend Payment Date with respect to such Series A Preferred Shares plus (z) if the Company does not pay such amounts in cash on the Conversion Rate Date, then all such unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, with respect to such Series A Preferred Shares and then (ii) dividing the result by the Conversion Price in effect on the Mandatory Conversion Date (subject immediately prior to the limitations set forth such conversion, and in Section 11)addition thereto, with such holder shall receive cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion shares as described set out in Section 9(d7.3(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the aggregate into more than the Conversion Cap.

Mandatory Conversion. (a) During the period on or If at any time after the 3-year eighteen (18) month anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Issuance Date (the “First Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the rightright to require the Holder to convert all, at its optionbut not less than all, to give notice of its election to cause this Series 1 Debenture for all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate then outstanding principal amounts under this Series 1 Debenture in effect on the accordance with Section 3 hereof (a “Mandatory Conversion Date (subject to the limitations set forth in Section 11Conversion”), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory require conversion pursuant to under this Section 9(a) only if the Weighted Average Price 8 by delivering (provided that all of the Common Stock equals or exceeds 140% conditions set forth in clauses (such percentagei) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Conversion Measuring Period, a written notice thereof (which may be by e-mail if acceptable to the Trustees) to the Trustees in the form attached hereto as Exhibit F (the “First Mandatory Conversion PremiumNotice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, state the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock selected for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), accordance with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage8, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for which Trading Day shall be at least 20 thirty (30) Trading Days but not more than sixty (whether or not consecutive60) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on Days following the Mandatory Conversion Notice Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”), (2) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) state the number of shares of Common Stock to be issued upon conversion to the Holders on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of each share of Preferred Stock; the Company that there is then no Equity Conditions Failure and (iii4) contain a certification from the Chief Executive Officer or a director of the Company that dividends on the Preferred Stock Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after . If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for Date a mandatory conversion pursuant to Section 9 Series 1 Debenture certificate and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment duly executed and complete Conversion Notice with respect to all of the Preferred then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock called for a mandatory conversion pursuant to Section 9 is less than the Trigger Price on a date any day during the period beginning at commencing on the close of business on any Dividend Record Mandatory Conversion Notice Date and ending on the close Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of business the Common Stock on the corresponding Dividend Payment Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be payable on null and void ab initio and the Mandatory Conversion contemplated by such Dividend Payment Date Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture pursuant to this Section 8, then it must simultaneously take the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence same action with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion all of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereofSeries 1 Debentures then outstanding. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the aggregate into more than the Conversion Cap.

Mandatory Conversion. (a) During If the period on or after 180-Day Average Price and the 3related Two-year Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the Issue Date but prior to original issuance of the 5-year Series A Preferred Stock and no later than the second anniversary of the Issue Date (original issuance of the “First Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding shares of exchange the Series B Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (b) During If the period on or after 45-Trading Day Average Price and the 5related Two-year Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the Issue Date but prior to the 7-year anniversary original issuance of the Issue Date (the “Second Mandatory Conversion Period”Series A Preferred Stock), both exceed 200% of the Company Conversion Price, then the Corporation shall have the right, at its optionoption and election, to give notice of its election to cause all Outstanding shares of exchange the Series B Preferred Stock to be automatically converted into that number of Stock, in whole and not in part, for shares of Common Stock for each share Stock, as if such shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the Conversion Rate in effect Article IX hereof on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day date of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)exchange. (c) On Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series B Preferred Stock for Common Stock pursuant to this Section A unless (i) the Common Stock shall have been validly listed for trading on the NYSE or after other national securities exchange or quoted on a nationally recognized quotation system on each day in the 7-year anniversary relevant Reference Period and as of the Issue Date date of such exchange, (ii) the “Final Mandatory Conversion Period”)average daily trading volume in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, (iii) the Corporation shall have obtained the Shareholder Approval, (iv) as of the date of such exchange, the Company shall have Shelf Registration Statement (as such term is defined in the right, at its option, to give notice Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for each share of use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock equal pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series A Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu Corporation or any of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d)Subsidiaries. (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open Notice of business on the first Trading Day following any date on which the condition described in any an exchange of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders shares of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Series B Preferred Stock pursuant to this Section 9, the Company A (a "NOTICE OF EXCHANGE") shall deliver be sent to the applicable Holder holders of record of the applicable number shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series B Preferred Stock shall cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common StockStock in such name or names. Other than such taxes, together with the Corporation will pay any applicable and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section A. On or after the Exchange Date, each holder of shares of Series B Preferred Stock shall surrender the certificate evidencing shares of Series B Preferred Stock to the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash payment in lieu of any fractional share of Common Stockshares, on if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the 3rd Business Day immediately following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the relevant Mandatory terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In addition to any information required by applicable law or regulationthe event the Corporation delivers a Notice of Exchange, the press release Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (c) above is (i) the Mandatory Conversion Date; satisfied or (ii) waived by the number holders of a majority of the shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Series B Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Datethen outstanding. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section 9A, prior to the receipt of Shareholder Approval, shares of Preferred Stock Corporation shall not be convertible exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Sections 9(a), (bSection 2.1(c) or (c) in of the aggregate into more than Registration Rights Agreement during the Conversion Capperiod beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. (a) During the period on or after the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Company Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the applicable limitations set forth in Section 1112), with cash in lieu of any fractional share pursuant to Section 10. The Company Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the applicable limitations set forth in Section 1112), with cash in lieu of any fractional share pursuant to Section 10. The Company Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the applicable limitations set forth in Section 1112), with cash in lieu of any fractional share pursuant to Section 10. The Company Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company Corporation must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the CompanyCorporation) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing the CompanyCorporation’s intention to convert the Preferred Stock. The conversion date will shall be a date selected by the Company Corporation (the “Mandatory Conversion Date”) and will shall be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company Corporation issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company Corporation shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b9(b) or (c9(c) in the aggregate into more than the Conversion Cap.