Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. (a) If (x) at any time after the one (1) year anniversary of the Original Issue Date, the Market Price of the Common Stock exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), then effective as of the close of business on the last trading day of the thirty (30) day period in which the 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 binding agreement in respect of a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then effective Conversion Rate as of the close of business on the last day of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”). 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 Mandatory Conversion Date. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 (a) (x), within five (5) business days after the 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 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 shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall 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 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 Section 7(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordingly.

Mandatory Conversion. (a) If (x) at any time During the period on or after the one (1) 3-year anniversary of the Original Issue DateDate but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Market 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 $23.00 per share 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 adjusted described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrencesthe 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), then effective as 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 close 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 last trading day 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 thirty Preferred Stock (30) day period in which not later than three Business Days after the 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 binding agreement in respect of a Sale date of the Company in which the per-share purchase price press release) of the Common Stock in connection with such Sale of mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then effective Conversion Rate as of the close of business on the last day of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, 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). The Corporation Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall file a Certificate deliver to the applicable Holder the applicable number of Elimination shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the Secretary of State of third Business Day immediately following the State of Delaware terminating this Certificate of Designation as soon as practicable after the relevant Mandatory Conversion Date. (be) All holders of record of shares of Series A Preferred Stock shall be given written 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 applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given Date; (xii) in the case of Section 10 (a) (x), within five (5) business days after the 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 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 shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled 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 this Section 10; provided, that if any certificate representing the Series A 9 and all rights of Holders of such Preferred Stock has been lost, stolen or destroyed, such holder will execute and deliver to shall terminate except for 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), right 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 and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full whole shares of Common Stock issuable on such upon conversion thereof with a cash payment in accordance with the provisions hereof and cash as provided in Section 7(b) in respect lieu of any fraction of a fractional share of Common Stock otherwise issuable 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 conversionconversion thereof. (cg) Such converted Series A Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 convertible pursuant to this Section 10 will be cancelled and will not under any circumstances be reissuedSections 9(a), sold (b) or transferred and (c) in the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce aggregate into more than the authorized Preferred Stock accordinglyConversion Cap.

Mandatory Conversion. (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (x) at any time after which Reference Period shall have ended no earlier than the one (1) year first anniversary of the Original Issue Date, the Market Price original issuance of the Common Stock exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), then effective as of the close of business on the last trading day of the thirty (30) day period in which the 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 binding agreement in respect of a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall automatically be converted into have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then effective Conversion Rate Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) 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 other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the close date of business such exchange, (ii) the 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 such thirty the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period or ending on the day immediately preceding date of the consummation Investment Agreement, (iii) the Corporation shall have obtained the Shareholder Approval, (iv) as of the date of such Sale of the Company, as the case may be (either of such dateexchange, the “Mandatory Conversion Date”). The Corporation shall file a Certificate of Elimination Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the Secretary offer and sale of State of the State of Delaware terminating this Certificate of Designation as soon as practicable after the Mandatory Conversion Date. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all 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 use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 subsection (a) or (x), within five (5b) business days after the occurrence of Section A of Article V 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 Certificate of Designations for the case of Section 10 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; (y)b) conflict with, thirty contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (30with or without notice or the passage of time) days prior 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 consummation Corporation or any of such Sale its Subsidiaries. (d) Notice of the Company. Such notice an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall be sent to the holders of record of the shares of Series B Preferred Stock by overnight courier or first class or registered mail, postage prepaid, to at each record holder of applicable Series A Preferred Stock at such holder’s 's address last shown as it appears on the records of the transfer agent for Series A Preferred Stock (or the records 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 it serves as the Corporation shall default in its own transfer agent)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. Upon receipt 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 noticeholder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any 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 the applicable shares of Series A B Preferred Stock shall surrender his, her or its the certificate or certificates for all such evidencing shares of Series B Preferred Stock to the Corporation at the place designated in such noticethe Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall thereafter receive deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being exchanged (i) certificates for 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 in lieu of fractional shares, if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the 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 (c) above is entitled (i) satisfied or (ii) waived by the holders of a majority of the shares of Series B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange 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 StockA, the Corporation shall cause not exercise its right to be issued and delivered to declare a Shelf Suspension (as such holder, or on his, her or its written order, a certificate or certificates for term is defined in the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 7(bRegistration Rights Agreement) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 this Section 10 will be cancelled 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and will not under any circumstances be reissued, sold or transferred and ending 90 days after the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordinglyExchange Date.

Mandatory Conversion. (a) If (x) at any time During the period on or after the one (1) 3-year anniversary of the Original Issue DateDate but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Market 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 12), with cash in lieu of any fractional share pursuant to Section 10. The 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 $23.00 per share 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 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as adjusted described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrencesthe 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), then effective as the 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 12), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the close 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 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the 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 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 12), with cash in lieu of any fractional share pursuant to Section 10. The 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 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 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 Corporation) prior to the open of business on the last trading day 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 Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the thirty Preferred Stock (30not later than 3 Business Days after the date of the press release) day period in which of the Market Price so exceeds $23.00 per share (as adjusted mandatory conversion announcing the Corporation’s intention to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) convert the Preferred Stock. The conversion date shall be a date selected by the Corporation enters into a binding agreement in respect of a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then effective Conversion Rate as of the close of business on the last day of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”) and shall be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Corporation issues the press release described in this Section 9(d). The Upon conversion of any Preferred Stock pursuant to this Section 9, the Corporation shall file a Certificate deliver to the applicable Holder the applicable number of Elimination shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the Secretary of State of 3rd Business Day immediately following the State of Delaware terminating this Certificate of Designation as soon as practicable after the relevant Mandatory Conversion Date. (be) All holders of record of shares of Series A Preferred Stock shall be given written 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 applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given Date; (xii) in the case of Section 10 (a) (x), within five (5) business days after the 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 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 shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled 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 this Section 10; provided, that if any certificate representing the Series A 9 and all rights of Holders of such Preferred Stock has been lost, stolen or destroyed, such holder will execute and deliver to shall terminate except for 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), right 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 and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full whole shares of Common Stock issuable on such upon conversion thereof with a cash payment in accordance with the provisions hereof and cash as provided in Section 7(b) in respect lieu of any fraction of a fractional share of Common Stock otherwise issuable 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 conversionconversion thereof. (cg) Such converted Series A Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 convertible pursuant to this Section 10 will be cancelled and will not under any circumstances be reissuedSections 9(a), sold 9(b) or transferred and 9(c) in the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce aggregate into more than the authorized Preferred Stock accordinglyConversion Cap.

Mandatory Conversion. (a) If (x) at any time after The Corporation may require, by written notice to all holders of Preferred Stock, the one (1) year anniversary conversion of all of the Original Issue Date, the Market Price of the Common outstanding Preferred Stock exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), then effective as of the close of business on the last trading day of the thirty (30) day period in which the 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 binding agreement in respect number of a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at equal to the then effective Conversion Rate as of the close of business on the last day of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”). 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 Mandatory Conversion Date. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 sum of: (a) (x), within five (5) business days after the 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 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 shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock computed by multiplying the number of Preferred Shares to which such holder is entitled pursuant to this Section 10; providedbe converted by the Liquidation Value of a Preferred Share, that if any certificate representing and dividing the Series A Preferred Stock has been lostresult by the applicable Conversion Price then in effect, stolen or destroyed, such holder will execute and deliver to plus (b) the Corporation an affidavit number 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 conversionthat 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, all rights with respect 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 Series A the Conversion Price. If the Corporation shall require the conversion of the Preferred Stock so converted will terminateunder this Section 5E within two years from the Initial Date of Issuance, 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 then 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 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 Section 7(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not are converted shall be reissued, and increased by the Corporation may (but shall not be 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 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 amounts in respect of dividends paid on the Preferred Stock after the Date of Issuance thereof, including any additional amounts in respect of dividends paid as a result of a required conversion under this Section 5E, shall not be less than the amount of dividends that would have accrued on all outstanding shares of the Preferred Stock for one full year following the Initial Date of Issuance. Any conversion of shares of Preferred Stock under this Paragraph 5E shall be effected and be deemed to have been effected as of the close of business on the date on which the Corporation provides written notice of such conversion to the holders of such shares of Preferred Stock (the "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 converted shares of Preferred Stock shall be 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 have been issued, the certificate(s) that theretofore represented shares of Preferred Stock thereafter shall represent the number of shares of Series A Common Stock into which the shares of Preferred Stock so 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. (d) Any Series A Preferred Stock converted pursuant to this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordingly.

Mandatory Conversion. (a) If If, at any time after the date that is sixty-six (x66) months after the original issuance of the Series B Preferred Stock, for twenty (20) Trading Days in any 30-Trading Day Reference Period, the Closing Price of the Common Stock exceeds 125% of the Conversion Price (as adjusted pursuant to Article VII hereof), then the Corporation shall have the right, at its option and election, to convert the then-outstanding shares of Series B Preferred Stock, in whole and not in part, into (i) at any time prior to the Majority Ownership Date, such number of shares of Common Stock 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 Number on the Mandatory Conversion Date, and (ii) at any time after the one (1) year anniversary Majority Ownership Date, a number of shares of Common Stock equal to the Original Issue Common Stock Conversion 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 Market Price Corporation shall not have the right to convert any outstanding shares of Series B Preferred Stock as provided in this paragraph. (b) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to convert the Series B Preferred Stock into Common Stock exceeds $23.00 per share or Class B Common Stock pursuant to this Section A unless (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), then effective as of the close of business on the last trading day of the thirty (30) day period in which the Market Price so exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (yi) the Corporation enters into a binding agreement in respect of a Sale simultaneously exercises the right, pursuant to Section V.A of the Company in which Series A Preferred Stock Certificate of Designation (the per"Series A Certificate of Designation"), to convert the then-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted Stock, in whole and not in part, into shares of Common Stock, (ii) the Common Stock at shall have been validly listed for trading on NASDAQ or another national securities exchange or quoted on a nationally recognized quotation system on each day in the then effective Conversion Rate 30-Day Reference Period and as of the close date of business such conversion, (iii) the average daily trading volume in the Common Stock during the 30-Day Reference Period is at least fifty percent (50%) of the average daily trading volume in the Common Stock for the 180-day period ending on the last day of such thirty day period or the day immediately preceding the consummation of such Sale date of the CompanySecurities Purchase Agreement, as and (iv) the case may be (either of such date, the “Mandatory Conversion Date”)Class B Common Stock Authorization has occurred. The Corporation shall file a may not effect any such conversion if such conversion would: (A) violate any provision of the Certificate of Elimination Incorporation or the Bylaws; (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 (unless such consent, waiver or approval is obtained prior to effecting such conversion), 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 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 Secretary Corporation in providing such information and supplying such assistance as may be reasonably requested by the Corporation in connection with obtaining any consent, waiver or approval in respect of State of the State of Delaware terminating this Certificate of Designation as soon as practicable after the Mandatory Conversion Dateany Regulatory Approval required prior to effecting any such conversion. (bc) All holders Notice of record a conversion of shares of Series A Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A B Preferred Stock pursuant to this Section 10. Such notice shall be given A (xa "Notice of Mandatory Conversion") in the case of Section 10 (a) (x), within five (5) business days after the 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 to the Holders of record by overnight courier or first class or registered mail, postage prepaid, to at each record holder of applicable Series A Preferred Stock at such holder’s Holder's address last shown as it appears on the records of the transfer agent for Series A Preferred Stock (or the records stock record books of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder not before the expiration of the applicable 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 date of the mailing of the Notice of Mandatory Conversion (the "Mandatory Conversion 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 conversion. From and after the Mandatory Conversion Date, all dividends on the shares of Series A B Preferred Stock that are converted shall surrender hiscease to accumulate and all rights of the Holders thereof as Holders shall cease and terminate, her 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 its 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 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 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 Holder whose shares are so converted shall surrender the certificate formerly evidencing such shares of Series B Preferred Stock to the Corporation at the place designated in such noticethe 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 thereafter receive deliver or cause to be delivered as directed by the Holder of shares being so converted certificates for representing the number of validly issued, fully paid and nonassessable full shares of Common Stock or Class B Common Stock to which such holder is entitled pursuant to Holder shall be entitled. Except as otherwise specified in this Section 10; providedArticle V, that if any certificate representing for the Series A Preferred Stock has been lost, stolen or destroyedpurposes hereof, 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 transferdeemed a conversion effected pursuant to Article VII and the terms and procedures set forth in Article VII shall apply. For such purpose, 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 Conversion Date shall be the 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 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 Section 7(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 convertedDate. (d) Any In the event the Corporation delivers a Notice of Mandatory Conversion, the Corporation shall be obligated to effect the conversion described therein, provided that each of the conditions to such conversion set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the Holders of a majority of the shares of Series A B Preferred Stock converted pursuant to this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordinglythen outstanding.

Mandatory Conversion. SECTION 5.1 (a) If (x) at any time after the one (1) year anniversary of the Original Issue Date, the Market Price of the Common Stock exceeds $23.00 per share (as adjusted Subject to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrencesSection 5.1(b), then effective as of the close of business on the last trading day of the thirty (30) day period in which the Market Price so exceeds $23.00 per each share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) the Corporation enters into a binding agreement in respect of a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then effective Conversion Rate as of the close of business on the last day of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”). 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 Mandatory Conversion Date. (b) All holders of record of shares of Series A D Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date automatically converted into ten (10) fully paid and the place designated for mandatory conversion of all such nonassessable shares of Series Class A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 (a) (x)Common Stock, within five (5) business days after upon the occurrence of any of the Market Price exceeding $23.00 per share following events or dates (as adjusted to reflect stock splitseach, stock dividends, stock combinations, recapitalizations and like occurrencesa "Conversion Trigger Event"), or without any action on the part of any Holder: (yi) in the case of Section 10 (a) (y), thirty (30) days prior to the consummation of such Sale effective time of the Company. Such notice shall be sent by overnight courier or first class or registered mail, postage prepaid, to each record holder Merger provided for in Article I of applicable Series A Preferred Stock at such holder’s address last shown the Merger Agreement; (ii) on the records first date that the sum 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 shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for A) the number of shares of Class A Common Stock to into 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 D Preferred Stock so converted will terminate, except only then held of record and beneficially by the rights of the holders thereof, upon surrender of their certificate Initial Holder [or certificates therefore any Voting Permitted Transferee]*are convertible on such date and (or, if applicable, upon delivery to the Corporation of the affidavit of loss), to receive certificates for 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 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 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 D Preferred Stock, Stock issued to the Corporation shall cause to be issued and delivered to such holder, or Initial Holder on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable Issuance Date were convertible into on such conversion in accordance with 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 provisions hereof and cash as provided in Section 7(bCapital Stock of the Issuer); (iii) in respect of any fraction the purported sale, assignment, transfer or other disposition of a share of Common Series D Preferred Stock otherwise issuable upon such conversion.or beneficial ownership thereof [(A)] by the Initial Holder to any Person other than a Permitted Transferee [or a Voting Permitted Transferee or (B) by a Voting Permitted Transferee to any other Person]; or (civ) Such converted 2007 [FIVE YEARS FROM ISSUE DATE]; unless such share of Series A D Preferred Stock may not be reissuedshall have earlier have been converted in accordance with Article 4 hereof or this Article 5. For purposes of this Section 5.1 and ---------- * Throughout this Certificate of Designations, and text enclosed by bold brackets applies only if the Corporation may (but shall not be 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 D Preferred Stock so convertedis initially issued as non-voting stock as contemplated by Section 6.01(a)(iii) of the Investment Agreement. (d) Any Series A Preferred Stock converted pursuant to this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordingly.

Mandatory Conversion. (ai) If (x) at At any time on or after [●], 2021 [insert the one (1) year fourth anniversary of the Original Initial Issue Date], the Market Price Corporation shall have the right, at its option, to elect to cause all or any portion of the Common Stock exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), then effective as of the close of business on the last trading day of the thirty (30) day period in which the 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 binding agreement in respect of a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall to be automatically be converted into (i) that number of shares of Common Stock at the then effective Conversion Rate as of the close of business on the last day of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”). 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 Mandatory Conversion Date. (b) All holders of record of shares for each share of Series A Preferred Stock shall be given written notice equal to the quotient of (A) the the Accreted Value divided by (B) the Conversion Price as of the applicable Mandatory Conversion Date and plus (ii) cash in lieu of fractional shares as set out in Section 9, subject to the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 (a) (x), within five (5) business days after the occurrence satisfaction of the Market following conditions with respect to each such mandatory conversion: (I) the Closing Sale Price exceeding $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), of the Common Stock equals or (y) exceeds 140% of the Conversion Price then in effect for at least 20 consecutive Trading Days ending on the case of Section 10 (a) (y), thirty (30) days date immediately prior to the consummation of such Sale of date the Company. Such notice shall be sent described in Section 7(b)(ii) is delivered by overnight courier or first class or registered mail, postage prepaid, to each record holder of applicable 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 shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall 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 II) 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 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 Section 7(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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. will convert shall not exceed 25 times the average daily trading volume of the Common Stock on the New York Stock Exchange (dor other principal stock exchange on which the Common Stock is then traded) Any during the 20 consecutive Trading Day period set forth in clause (I); (III) with respect to any Holder, if the shares of Common Stock issuable upon conversion of the Holder’s Series A Preferred Stock converted are Registrable Securities and the Holder thereof 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 resale registration statement and the Corporation is not then in breach of any its obligations under the Registration Rights Agreement with respect to such registration or requirements to maintain the 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 10 will be cancelled 7(b)(ii) in any one hundred and will not under any circumstances be reissuedeighty day period. (ii) To exercise the mandatory conversion right described in Section 7(b)(i), sold or transferred and the Corporation may must deliver to the Holders a notice setting forth: (but i) the date on which the mandatory conversion will occur (the “Mandatory Conversion Date”), which shall be no earlier than the 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 the condition in clause (II) in the preceding section 7(b)(i) and (iii) with respect to each Holder, the number of 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 obligated to) from time entitled to time take such appropriate action as may be necessary to reduce convert the authorized last share of Series A Preferred Stock accordinglyheld by Carlyle into Common Stock pursuant to this Section 7(b) at any time that such share on an as-converted basis, together with any shares of Common Stock held or to be held by Carlyle immediately following such conversion, would represent more than 5% of the total number of issued and outstanding shares of Common Stock as of such date.

Mandatory Conversion. (ai) If Each share of Series B Preferred Stock shall, at --- -------------------- the option of the Corporation (xas determined by the Common Stock Directors), automatically be converted into fully paid and nonassessable shares of Class B Common Stock in accordance with paragraph A(5)(a)(i) above if at any time after the one (1) year second anniversary of the Original Issue Datedate the first share of Series B Preferred Stock is issued the Closing Common Stock Market Price is more than 200% of the Conversion Price then in effect for sixty consecutive trading days. The "Closing Common Stock Market Price" for any --------------------------------- day means the last sale price regular way, or, in case no such sale takes place on such day, the Market Price average of the Common Stock exceeds $23.00 per share (closing bid and asked prices regular way, in either case as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), then effective as of the close of business reported on the last trading day of the thirty (30) day period in principal national securities exchange on which the 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 binding agreement in respect of a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at are listed or admitted to trading, or, if shares of Common Stock are not listed or admitted to trading on any national securities exchange but are designated as national market system securities by the then effective Conversion Rate as National Association of Securities Dealers, Inc. ("NASD"), the last sale price, or, in case no such sale takes place on such ---- day, the average of the close of business closing bid and asked prices, in either case as reported on the last day NASD Automated Quotation/National Market System, or if shares of such thirty day period or Common Stock are not so designated as national market system securities, the day immediately preceding the consummation of such Sale average of the Company, highest reported bid and lowest reported asked prices as furnished by the case may be NASD (either of or any similar organization if the NASD is no longer reporting such date, the “Mandatory Conversion Date”information). The Corporation shall file a Certificate of Elimination with If at any time after the Secretary of State second anniversary of the State date the first share of Delaware terminating Series B Preferred Stock is issued shares of Common Stock are not publicly traded as contemplated by the foregoing sentence, this Certificate paragraph A(5)(l) shall be of Designation as soon as practicable after the Mandatory Conversion Dateno further force and effect. (bii) All holders If the Corporation has elected to convert Series B Preferred Stock into Class B Common Stock pursuant to paragraph A(5)(l)(i) above, the Corporation will provide notice of record mandatory conversion of shares of Series A B Preferred Stock shall be given written notice to each holder of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares record of Series A B Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 (a) (x), within five (5) business days after the 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) not less than fifteen nor more than sixty days prior to the consummation of such Sale of the Company. Such notice shall be sent date fixed for conversion by overnight courier or first class or registered mail, postage prepaid, to each record holder of applicable Series A Preferred Stock at such holder’s 's address last shown as it appears on the records of the transfer agent for Series A Preferred Stock (or the records stock register of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of the applicable The Corporation's obligation to deliver shares of Series A Preferred Class B Common Stock shall surrender hisbe deemed fulfilled if, her or its certificate or certificates for all such shares to on the mandatory conversion date, the Corporation shall deposit with a bank or trust company in Philadelphia, Pennsylvania having a capital of at the place designated in least $50,000,000, such notice, and shall thereafter receive certificates for the number of shares of Class B Common Stock as are required to which such holder is entitled pursuant to this Section 10; provided, that if any certificate representing be delivered by the Corporation upon the conversion of Series A B Preferred Stock has been lost, stolen or destroyed, such holder will execute and deliver to in trust for the Corporation an affidavit account 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 holders 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 be 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 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 Section 7(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordingly.with

Mandatory Conversion. (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (x) at any time after which Reference Period shall have ended no earlier than the one (1) year first anniversary of the Original Issue Date, the Market Price original issuance of the Common Series A Preferred Stock exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrencesno later than the second anniversary of the original issuance of the Series A Preferred Stock), then effective as both exceed 200% of the close of business on the last trading day of the thirty (30) day period in which the Market Price so exceeds $23.00 per share (as adjusted to reflect stock splitsConversion Price, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) then the Corporation enters into a binding agreement in respect of a Sale of shall have the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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 its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all such then-outstanding shares of Series A Preferred Stock shall automatically be had been converted into shares of Common Stock at by the then effective Conversion Rate as of the close of business holders thereof pursuant to Article IX hereof on the last day date of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”). 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 Mandatory Conversion Dateexchange. (b) All holders If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of record the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall be given written notice 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 other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the date of such exchange, (ii) the 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 Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of 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 use), and (v) the Corporation simultaneously exchanges any issued and outstanding Series B Preferred Stock 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 Mandatory Conversion Date and to the place designated for mandatory conversion Corporation or any of all such its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given A (xa "NOTICE OF EXCHANGE") in the case of Section 10 (a) (x), within five (5) business days after the 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 the holders of record holder of applicable 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 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 surrender hisset 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, her 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 its 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 all 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 Stock in such name or names. Other than such taxes, the Corporation will pay any 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 such noticethe Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall thereafter receive deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being exchanged (i) certificates for representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder is shall be 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 (ii) cash in lieu 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 thereonfractional shares, if any, to which such holder shall be entitled. If so required Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the 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 (c) above is (i) satisfied or (ii) waived by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments holders 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 a majority of the certificate or certificates for the shares of Series A Preferred StockStock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall cause not exercise its right to be issued and delivered to declare a Shelf Suspension (as such holder, or on his, her or its written order, a certificate or certificates for term is defined in the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 7(bRegistration Rights Agreement) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 this Section 10 will be cancelled 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and will not under any circumstances be reissued, sold or transferred and ending 90 days after the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordinglyExchange Date.

Mandatory Conversion. (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (x) at any time after which Reference Period shall have ended no earlier than the one (1) year first anniversary of the Original Issue Date, the Market Price original issuance of the Common Series A Preferred Stock exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrencesno later than the second anniversary of the original issuance of the Series A Preferred Stock), then effective as both exceed 200% of the close of business on the last trading day of the thirty (30) day period in which the Market Price so exceeds $23.00 per share (as adjusted to reflect stock splitsConversion Price, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) then the Corporation enters into a binding agreement in respect of a Sale of shall have the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicableat its option and election, or to exchange the Corporation does not exercise its Corporation Optional Redemption right, then all then-outstanding shares of Series A B Preferred Stock shall automatically be converted into Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then effective Conversion Rate then-outstanding shares of Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) 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 other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the close date of business such exchange, (ii) the 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 such thirty the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period or ending on the day immediately preceding date of the consummation Investment Agreement, (iii) the Corporation shall have obtained the Series B Shareholder Approval, (iv) as of the date of such Sale of the Company, as the case may be (either of such dateexchange, the “Mandatory Conversion Date”). The Corporation shall file a Certificate of Elimination Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the Secretary offer and sale of State of the State of Delaware terminating this Certificate of Designation as soon as practicable after the Mandatory Conversion Date. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all 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 use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 subsection (a) or (x), within five (5b) business days after the occurrence of Section A of Article V 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 Certificate of Designations for the case of Section 10 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; (y)b) conflict with, thirty contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (30with or without notice or the passage of time) days prior 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 consummation Corporation or any of such Sale its Subsidiaries. (d) Notice of the Company. Such notice an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall be sent to the holders of record of the shares of Series B Preferred Stock by overnight courier or first class or registered mail, postage prepaid, to at each record holder of applicable Series A Preferred Stock at such holder’s 's address last shown as it appears on the records of the transfer agent for Series A Preferred Stock (or the records 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 it serves as the Corporation shall default in its own transfer agent)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. Upon receipt 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 noticeholder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any 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 the applicable shares of Series A B Preferred Stock that are to be exchanged shall surrender his, her or its the certificate or certificates for all evidencing such shares of Series B Preferred Stock to the Corporation at the place designated in such noticethe Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall thereafter receive deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being exchanged (i) certificates for 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 in lieu of fractional shares, if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the 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 (c) above is entitled (i) satisfied or (ii) waived by the holders of a majority of the shares of Series B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange 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 StockA, the Corporation shall cause not exercise its right to be issued and delivered to declare a Shelf Suspension (as such holder, or on his, her or its written order, a certificate or certificates for term is defined in the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 7(bRegistration Rights Agreement) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 this Section 10 will be cancelled 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and will not under any circumstances be reissued, sold or transferred and ending 90 days after the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordinglyExchange Date.

Mandatory Conversion. (a) If (x) at any time after the one eighteen (118) year month anniversary of the Original Issue Issuance Date (the “Mandatory Conversion Eligibility Date”), (i) the Market Price daily VWAP of the Common Stock exceeds is equal to or greater than $23.00 0.953 per share (as adjusted to reflect for stock splits, stock dividends, stock combinations, recapitalizations combinations and the like occurrencesoccurring 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”), then effective (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the close of business Common Stock on the last trading 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 right to require the Holder to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 8 by delivering (provided that all of the conditions set forth in clauses (i) 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 “Mandatory Conversion Notice” 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) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) day period in which Trading Days but not more than sixty (60) Trading Days following the Market Price so exceeds $23.00 per share Mandatory Conversion Notice Date (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) the Corporation enters into a binding agreement in respect of a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then effective Conversion Rate as of the close of business on the last day of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”). 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 Mandatory Conversion Date. , (b2) All holders of record of shares of Series A Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 (a) (x), within five (5) business days after the 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 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 shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for state the number of shares of Common Stock to be issued 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 the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the 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 on the Mandatory Conversion Date. 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 a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the 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 is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the 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 null and void ab initio and the Mandatory Conversion contemplated by such holder is entitled Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture pursuant to this Section 10; provided8, that if any certificate representing then it must simultaneously take 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 same action with respect to Series A Preferred Stock so converted will terminate, except only the rights all 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 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 Section 7(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion1 Debentures then outstanding. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordingly.

Mandatory Conversion. (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (x) at any time after which Reference Period shall have ended no earlier than the one (1) year first anniversary of the Original Issue Date, the Market Price original issuance of the Common Series A Preferred Stock exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrencesno later than the second anniversary of the original issuance of the Series A Preferred Stock), then effective as both exceed 200% of the close of business on the last trading day of the thirty (30) day period in which the Market Price so exceeds $23.00 per share (as adjusted to reflect stock splitsConversion Price, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) then the Corporation enters into a binding agreement in respect of a Sale of shall have the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company 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 its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all such then-outstanding shares of Series A Preferred Stock shall automatically be had been converted into shares of Common Stock at by the then effective Conversion Rate as of the close of business holders thereof pursuant to Article IX hereof on the last day date of such thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”). 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 Mandatory Conversion Dateexchange. (b) All holders If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of record the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall be given written notice 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 other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the date of such exchange, (ii) the 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 Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of 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 use), and (v) the Corporation simultaneously exchanges any issued and outstanding Series B Preferred Stock 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 Mandatory Conversion Date and to the place designated for mandatory conversion Corporation or any of all such its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given A (xa "Notice of Exchange") in the case of Section 10 (a) (x), within five (5) business days after the 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 the holders of record holder of applicable 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 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 surrender hisset 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, her 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 its 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 all 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 Stock in such name or names. Other than such taxes, the Corporation will pay any 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 such noticethe Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall thereafter receive deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being exchanged (i) certificates for representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder is shall be 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 (ii) cash in lieu 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 thereonfractional shares, if any, to which such holder shall be entitled. If so required Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the 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 (c) above is (i) satisfied or (ii) waived by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments holders 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 a majority of the certificate or certificates for the shares of Series A Preferred StockStock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall cause not exercise its right to be issued and delivered to declare a Shelf Suspension (as such holder, or on his, her or its written order, a certificate or certificates for term is defined in the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 7(bRegistration Rights Agreement) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be 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 this Section 10 will be cancelled 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and will not under any circumstances be reissued, sold or transferred and ending 90 days after the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordinglyExchange Date.