Common use of Reorganization Events Clause in Contracts

Reorganization Events. (a) So long as any shares of Series A Preferred Stock are outstanding, if there occurs a Reorganization Event, then a Holder shall, effective as of the consummation of such Reorganization Event, automatically receive for such Series A Preferred Stock the type and amount of securities, cash and other property receivable in such Reorganization Event by a Holder of the number of shares of Common Stock into which the number of shares of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%. (b) In the event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to the election deadline.

Reorganization Events. (a) So long as In the event of: (1) consolidation or merger of the Corporation with or into another Person, or other similar transaction, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (2) any shares sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; or (3) any reclassification of the Common Stock into securities including securities other than the Common Stock; (any such event specified in this Section 11(a), a “Reorganization Event”); each share of Series A B Preferred Stock are outstanding, if there occurs a Reorganization Event, then a Holder shall, effective as of the consummation of outstanding immediately prior to such Reorganization Event, automatically receive for such Series A Preferred Stock Event shall remain outstanding but shall become convertible into the type and amount kind of securities, cash and other property receivable in such Reorganization Event by a Holder the holder (excluding the counterparty to the Reorganization Event or an affiliate of the such counterparty) of that number of shares of Common Stock into which the number share of Series B Preferred Stock would then be convertible (and for the purpose of such calculation, shares of Common Stock sufficient for the full conversion of all shares of Series A B Preferred Stock held by shall be deemed to be authorized for issuance under the Articles of Incorporation on such Holder would then be convertible; provided that if upon receipt of date) (such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Exchange Property”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in the Reorganization Event, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Series B Preferred Stock in accordance with Section 8 shall be determined based upon the Conversion Price in effect on the date of consummation of the Reorganization Event. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such transactionReorganization Event. (d) The Corporation (or any successor) shall, within twenty (20) days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) Notwithstanding anything to the contrary in this Section 11 or otherwise in this Certificate of Designations, the Corporation shall not enter into any agreement for a transaction constituting a Fundamental Change unless such agreement (i) entitles Holders to receive, on an as-converted basis, the securities, cash and other property receivable in such transaction by a holder of shares of Common Stock that was not the counterparty to such transaction or an affiliate of such other party as described in Section 11(a), (ii) provides that each share of Series A B Preferred Stock shall be entitled to participate converted into the number of shares of Common Stock as provided in such elections as if they had converted all of their Section 8(b) or (iii) provides that (1) the Series A B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into Common or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (2) such Series B Preferred Stock immediately prior remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the election deadlineHolders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole. For the avoidance of doubt, nothing herein shall prohibit the Corporation from entering into or consummating a transaction constituting a Fundamental Change provided that the Series B Preferred Stock is treated as set forth in the preceding sentence.

Reorganization Events. (ai) So long as any shares Upon the occurrence of a Reorganization Event prior to an applicable Conversion Date, if such date is prior to the Stockholder Approvals Date, each share of Series A Preferred Stock are outstanding, if there occurs a outstanding immediately prior to such Reorganization Event, then a Holder Event shall, effective as without the consent of any Holders, be entitled to receive, out of the consummation assets of such Reorganization Eventthe Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, automatically receive for such and after satisfaction of all liabilities and obligations to creditors of the Corporation and subject to the rights of any securities ranking senior to the Series A Preferred Stock, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other Junior Stock, in full, the type and greater of the (1) amount per share equal to two times the Series A Preferred Liquidation Amount or (2) amount equal to the distribution amount of securities, cash and other property such assets or proceeds of the Corporation as was receivable in such Reorganization Event by a Holder holder of the number of shares of Common Stock into which such share of Series A Preferred Stock was convertible immediately prior to such Reorganization Event (assuming the number conversion of all outstanding shares of Series A Preferred Stock held and Series B Preferred Stock into shares of Common Stock) (such payment, the “Preferred Exchange Property”). (1) Upon the occurrence of a Reorganization Event prior to an applicable Conversion Date, if such date is after the Stockholder Approvals Date, each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders, automatically convert into the types and amounts of securities, cash, and other property that is or was receivable in such Reorganization Event by a holder (other than the counterparty to the Reorganization Event or an Affiliate of such Holder would then be convertible; provided that if upon receipt other party) of the number of shares of Common Stock into which such share of Series A Preferred Stock was convertible immediately prior to such Reorganization Event in exchange for such shares of Series A Preferred Stock (such securities, cash cash, and other property, such Holderthe “NVCE Exchange Property”); provided that, together with all Affiliates to the extent receipt of any NVCE Exchange Property would be prohibited by Law or would require the Holder to obtain any consent, authorization, approval, license or permit of any Governmental Entity to acquire or hold the NVCE Exchange Property, then the portion of the Holder, would own Series A Preferred Stock of such Holder that such Holder is prohibited by Law or control in requires such action to acquire or hold shall instead either (A) convert into a substantially identical non-voting security (with commensurate voting powers and conversion rights as the aggregate more than the Reorganization Threshold of any class of voting securities Series A Preferred Stock hereunder) of the Person entity surviving such Reorganization Event or the parent company other entity in which holders of such Person, as the case may be, then, shares of Common Stock receive securities in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (connection with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or (B) if proper provision is not made to give effect to the parent company of such Person, as the case may be. For purposes of this Section 8(aforegoing subclause (A), the “Reorganization Threshold” means the lesser of the proportionate amount of the remain outstanding Common Stock of the Company held by the Holder immediately prior without any alterations to the Reorganization Event terms thereof and 9.99%be convertible into the NVCE Exchange Property. (b2) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transactionReorganization Event, the Corporation shall ensure that the Holders of the Series A Preferred Stock have the same opportunity to elect the form of consideration in accordance with the same procedures and pro ration mechanics that apply to the election to be made by the holders of the Common Stock. The amount of NVCE Exchange Property receivable upon conversion of any Series A Preferred Stock shall be entitled to participate determined based upon the Conversion Price in effect on the date on which such elections as if they had converted all Reorganization Event is consummated. (3) The Corporation shall not enter into any definitive agreement for a transaction constituting a Reorganization Event unless such definitive agreement provides for the conversion of their the Series A Preferred Stock into Common Stock immediately prior the Exchange Property in a manner that is consistent with and gives effect to the election deadlinethis Section VIII(i)(ii).

Reorganization Events. If there shall occur any reclassification, statutory exchange, reorganization, recapitalization, consolidation or merger involving the Company with or into another Person (aexcluding a merger solely for the purpose of changing the Company’s jurisdiction of incorporation) So long as any shares of Series A Preferred Stock are outstanding, if there occurs (a “Reorganization Event”), then a Holder shallthen, effective as of the consummation of subject to Section 5, following any such Reorganization Event, automatically receive for such each Series A A-1 Preferred Stock Share shall remain issued and outstanding and be convertible, at the type option of the holder thereof, into the number, kind and amount of securities, cash and or other property receivable which a holder of such Series A-1 Preferred Share would have received in such Reorganization Event by a Holder had such holder converted its Series A-1 Preferred Shares into the applicable number of Conversion Securities immediately prior to the effective date of the number Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment shall be made in the application of the provisions in this Section 7.6 set forth with respect to the rights and interest thereafter of the holders, to the end that the provisions set forth in this Section 7.6 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares or other property thereafter deliverable upon the conversion of Common Stock into which the number Series A-1 Preferred Shares. The Company (or any successor) shall, no less than twenty (20) Business Days prior to the occurrence of shares any Reorganization Event, provide written notice to the holders of Series A A-1 Preferred Stock held by such Holder would then be convertible; provided that if upon receipt Shares of such securities, cash occurrence of such event and other property, such Holder, together with all Affiliates of the Holderkind and amount of the cash, would own securities or control other property that each Series A-1 Preferred Share will be convertible into under this Section 7.6(c). Failure to deliver such notice shall not affect the operation of this Section 7.6(c). The Company shall not consummate, or enter into any agreement for, a transaction constituting a Reorganization Event unless, to the extent that the Company is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the aggregate more than agreements governing such Reorganization Event for, if elected by the Reorganization Threshold holder thereof, the conversion of any class of voting securities the Series A-1 Preferred Shares into stock or shares of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, other continuing entity in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or or, in the parent company event any holder of Series A-1 Preferred Shares does not so elect to convert, the Series A-1 Preferred Shares remaining issued and outstanding following the consummation of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event with the rights, powers, preferences and 9.99%privileges set forth in this Certificate of Designation. (b) In the event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to the election deadline.

Reorganization Events. If there shall occur any reclassification, statutory exchange, reorganization, recapitalization, consolidation or merger involving the Company with or into another Person (aexcluding a merger solely for the purpose of changing the Company’s jurisdiction of incorporation) So long as any shares of Series A Preferred Stock are outstanding, if there occurs (a “Reorganization Event”), then a Holder shallthen, effective as of the consummation of subject to Section 5, following any such Reorganization Event, automatically receive for such each Series A Preferred Stock Share shall remain issued and outstanding and be convertible, at the type option of the holder thereof, into the number, kind and amount of securities, cash and or other property receivable which a holder of such Series A Preferred Share would have received in such Reorganization Event by a Holder had such holder converted its Series A Preferred Shares into the applicable number of Conversion Securities immediately prior to the effective date of the number Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment shall be made in the application of the provisions in this Section 7.6 set forth with respect to the rights and interest thereafter of the holders, to the end that the provisions set forth in this Section 7.6 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares or other property thereafter deliverable upon the conversion of Common Stock into which the number Series A Preferred Shares. The Company (or any successor) shall, no less than twenty (20) Business Days prior to the occurrence of shares any Reorganization Event, provide written notice to the holders of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt Shares of such securities, cash occurrence of such event and other property, such Holder, together with all Affiliates of the Holderkind and amount of the cash, would own securities or control other property that each Series A Preferred Share will be convertible into under this Section 7.6(c). Failure to deliver such notice shall not affect the operation of this Section 7.6(c). The Company shall not consummate, or enter into any agreement for, a transaction constituting a Reorganization Event unless, to the extent that the Company is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the aggregate more than agreements governing such Reorganization Event for, if elected by the Reorganization Threshold holder thereof, the conversion of any class of voting securities the Series A Preferred Shares into stock or shares of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, thenother continuing entity in such Reorganization Event or, in lieu the event any holder of any securities that would cause the Reorganization Threshold Series A Preferred Shares does not so elect to be exceededconvert, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting Shares remaining issued and conversion provisions similar to those contained in these Articles outstanding following the consummation of Amendment) of the Person surviving such Reorganization Event or with the parent company rights, powers, preferences and privileges set forth in this Certificate of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Designation. (b) In the event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to the election deadline.

Reorganization Events. (a) So long as In the event that any of the following events occurs prior to the Conversion Date: (i) any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in which the Corporation is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Corporation or another Person), (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the Corporation’s property and assets, or (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock (any such event specified in paragraphs (a) through (c) of this Section 7, a “Reorganization Event”), then each share of Series A B Preferred Stock are outstanding, if there occurs a outstanding immediately prior to such Reorganization Event, then a Holder Event shall, effective as without the consent of the consummation Holders thereof, remain outstanding but shall at each Holder’s option, subject to the applicable rules of Nasdaq Global Select Market or any other national securities exchange or automated quotation system where the Common Stock is listed and other applicable laws and regulations, upon the effective date and time (“Reorganization Effective Time”) of such Reorganization Event, automatically receive for such Series A Preferred Stock be convertible into the type and amount kind of securities, cash and other property receivable in such Reorganization Event by (without any interest thereon and without any right to dividends or distributions thereon which have a Holder of the number of shares of Common Stock into which the number of shares of Series A Preferred Stock held by such Holder would then be convertible; provided record date that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately is prior to the Reorganization Event and 9.99%. (bEvent) In the event that holders of shares per share of Common Stock have (the opportunity to elect “Exchange Property”) as if the form Holder of consideration to be received in such transaction, the Holders share of Series A B Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock such share into Common Stock immediately prior to such Reorganization Event and exercised his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event and in respect of which such rights of election deadlineshall have been exercised (“Electing Share”), then, for the purpose of this Section 7 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by the holder of each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the holders of the Electing Shares). The amount of Exchange Property receivable upon any Reorganization Event shall be determined based upon the Conversion Rate in effect on such Reorganization Effective Time. The above provisions of this Section 7 shall similarly apply to successive Reorganization Events and the provisions of Section 8 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of Common Stock in any such Reorganization Event. The Corporation (or any successor) shall, within 20 days of the Effective Time of any Reorganization Event, provide written notice to the Holders of the occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 7. The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 7.

Reorganization Events. (a) So In the event that, for so long as any shares of Series A B Preferred Stock are remain outstanding, if there occurs occurs: (i) any consolidation, merger or other similar business combination of the Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event”), then a Holder each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shall, effective as at the option of the consummation of such Reorganization EventHolders, automatically receive for such Series A Preferred Stock either convert into (the type and amount kind of securities, cash and other property receivable in such Reorganization Event by a the Holder (excluding the counterparty to the Reorganization Event or an Affiliate of the such counterparty) of that number of shares of Common Stock into which the number of shares share of Series A B Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of convertible (such securities, cash and other property, the “Exchange Property”) plus an amount in cash equal to any accrued and unpaid dividends on such HolderSeries B Preferred Stock, together or be entitled to receive liquidating distributions in accordance with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving Section 5 as if such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) were a liquidation of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Corporation. (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall likewise be allowed to make such an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10, if applicable, shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven (7) days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement does not interfere with or prevent (as applicable) (i) conversion of the Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A B Preferred Stock into Common Stock immediately prior the Exchange Property or (ii) the ability of Holders to the election deadlinereceive, at their option, a liquidating distribution in accordance with Section 5, in each case, in a manner that is consistent with and gives effect to this Section 11.

Reorganization Events. In the event of: (aA) So long as any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in which the Corporation is the continuing corporation and in which the shares of Series A Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Corporation or another Person), (B) any sale, transfer, lease or conveyance to another Person of all or substantially all of the Corporation’s property and assets, or (C) any reclassification of the Common Stock into securities including securities other than the Common Stock (any such event specified in paragraphs (A) through (C), a “Reorganization Event”), each share of Convertible Preferred Stock are outstanding, if there occurs a outstanding immediately prior to such Reorganization Event, then a Holder Event shall, effective as of the consummation of after such Reorganization Event, automatically receive for such Series A Preferred Stock be convertible into the type and amount kind of securities, cash and other property receivable in such Reorganization Event by (without any interest thereon and without any right to dividends or distribution thereon which have a Holder of record date that is prior to the number of shares Conversion Date) per share of Common Stock into which (the number “Exchange Property”) by a holder of shares Common Stock that exercised his rights of Series A Preferred Stock held by such Holder would then be convertible; provided that election, if upon receipt any, as to the kind or amount of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the parent company same for each share of Common Stock held immediately prior to such Person, as the case may beReorganization Event and in respect of which such rights of election shall have been exercised (“Electing Share”), then, in lieu for the purpose of any securities that would cause this Section 13(e) the Reorganization Threshold to be exceededkind and amount of securities, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting cash and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving other property receivable upon such Reorganization Event by each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the Electing Shares). The amount of Exchange Property receivable upon conversion of any Convertible Preferred Stock in accordance with Section 8 or 9 hereof shall be determined based upon the parent company of Conversion Rate in effect on such Person, as the case may beConversion Date. For purposes of this Section 8(a13(e), “Applicable Market Value” shall be deemed to refer to the “Reorganization Threshold” means the lesser Applicable Market Value of the proportionate Exchange Property and such value shall be determined (A) with respect to any publicly traded securities that compose all or part of the Exchange Property, based on the Daily Closing Price of such securities, (B) in the case of any cash that composes all or part of the Exchange Property, based on the amount of such cash and (C) in the case of any other property that composes all or part of the Exchange Property, based on the value of such property, as determined by a nationally recognized independent investment banking firm retained by the Corporation for this purpose. The above provisions of this Section 13(e) shall similarly apply to successive Reorganization Events and the provisions of Section 13 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of Common Stock in any such Reorganization Event. The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the outstanding Common Stock cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%this Section 13(e). (b) In the event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to the election deadline.

Reorganization Events. (a) So In the event that for so long as any shares of Series A D Preferred Stock are outstandingremains outstanding there occurs: (i) any consolidation, if there occurs merger or other similar business combination of the Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event, ”); then a Holder shall, effective as of the consummation each share of such Reorganization Event, automatically receive for such Holder’s Series A D Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall thereafter automatically entitle the Holder to receive, upon conversion of such share of Series D Preferred Stock, the type and amount of securities, cash and other property receivable in such Reorganization Event by a Holder holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of the number of shares of Common Stock into which obtained by dividing (x) the number Liquidation Preference, plus all accrued but unpaid dividends, whether or not declared, up to, but excluding the effective date of shares the Reorganization Event, by (y) the Applicable Conversion Price as of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of date (such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Exchange Property”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A D Preferred Stock into Common Stock immediately prior the Exchange Property in a manner that is consistent with and gives effect to the election deadlinethis Section 11.

Reorganization Events. (a) So In the event that for so long as any shares of Series A B-1 Preferred Stock are outstandingremain outstanding there occurs: (i) any consolidation, if there occurs merger or other similar business combination of the Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event, ”); then a Holder shalleach share of such Holder’s Series B-1 Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall automatically convert, effective as of the consummation close of business on the Mandatory Conversion Date with respect to the shares of Series B-1 Preferred Stock of such Reorganization EventHolder, automatically receive for such Series A Preferred Stock into the type and amount of securities, cash and other property receivable in such Reorganization Event by a Holder the holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty ) of the number of shares of Common Stock into which the number of a holder would receive as though such Holder’s shares of Series A B-1 Preferred Stock held had been converted into shares of Non-Voting Common Stock and that such shares of Non-Voting Common Stock had been converted into Common Stock obtained by dividing (x) the Liquidation Preference by (y) the Applicable Conversion Price as of such Holder would then be convertible; provided that if upon receipt of date, plus a cash amount equal to all accrued but unpaid dividends, whether or not declared, on a per share basis, up to, but excluding, such date (such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Exchange Property”). (b) In the event that holders of the shares of Non-Voting Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall likewise be allowed to make such an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Non-Voting Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A B-1 Preferred Stock into Common Stock immediately prior the Exchange Property in a manner that is consistent with and gives effect to the election deadlinethis Section 11.

Reorganization Events. (a) So long as In the event that any of the following events occurs prior to the Conversion Date: (i) any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in which the Corporation is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Corporation or another Person), (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the Corporation’s property and assets, or (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock (any such event specified in paragraphs (a) through (c) of this Section 7, a “Reorganization Event”), then each share of Series A Preferred Stock are outstanding, if there occurs a outstanding immediately prior to such Reorganization Event, then a Holder Event shall, effective as without the consent of the consummation Holders thereof, remain outstanding but shall at each Holder’s option, subject to the applicable rules of Nasdaq Global Market or any other national securities exchange or automated quotation system where the Common Stock is listed and other applicable laws and regulations, upon the effective date and time (“Reorganization Effective Time”) of such Reorganization Event, automatically receive for such Series A Preferred Stock be convertible into the type and amount kind of securities, cash and other property receivable in such Reorganization Event by (without any interest thereon and without any right to dividends or distributions thereon which have a Holder of record date that is prior to the number of shares Reorganization Event) per share of Common Stock into which (the number “Exchange Property”) as if the Holder of shares such share of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%. (b) In the event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock such share into Common Stock immediately prior to such Reorganization Event and exercised his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event and in respect of which such rights of election deadlineshall have been exercised (“Electing Share”), then, for the purpose of this Section 7 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by the holder of each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the holders of the Electing Shares). The amount of Exchange Property receivable upon any Reorganization Event shall be determined based upon the Conversion Rate in effect on such Reorganization Effective Time. The above provisions of this Section 7 shall similarly apply to successive Reorganization Events and the provisions of Section 8 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of Common Stock in any such Reorganization Event. The Corporation (or any successor) shall, within 20 days of the Reorganization Effective Time of any Reorganization Event, provide written notice to the Holders of the occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation or effect of this Section 7. The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 7.

Reorganization Events. (a) So In the event that for so long as any shares of Series A Preferred Stock are outstandingremain outstanding there occurs, if there occurs subject to Section 5: (i) any consolidation, merger or other similar business combination of the Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event, ”); then each share of a Holder shallHolder’s Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall automatically convert, effective as of the consummation effective time and date of such the Reorganization Event, automatically receive for such Series A Preferred Stock into the type and amount of securities, cash and other property receivable in such Reorganization Event by a Holder holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty ) of the number of shares of Common Stock into which specified below (such shares of Common Stock, the “Reorganization Event Shares”), and a cash amount to the extent provided below (such securities, cash and other property, the “Exchange Property”). The number of Reorganization Event Shares shall be determined by multiplying the number of shares of Series A Preferred Stock held by such the Holder would then be convertible; provided that if upon receipt by the quotient of (x) the Liquidation Preference divided by (y) the Applicable Conversion Price as of such securitiesdate, and a Holder shall receive a cash and other property, amount equal to all accrued but unpaid dividends on shares of Series A Preferred Stock held by such Holder, together whether or not declared, with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of respect to any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of AmendmentSection 4(c) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately Dividend Period for which a Record Date has occurred prior to the date of the Reorganization Event and 9.99%Event. (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall likewise be allowed to make such an election. (c) The above provisions of Series A Preferred this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall be entitled to participate in not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such elections agreement provides for or does not interfere with or prevent (as if they had converted all applicable) conversion of their the Series A Preferred Stock into Common Stock immediately prior the Exchange Property in a manner that is consistent with and gives effect to the election deadlinethis Section 11.

Reorganization Events. To the extent the Series B Preferred Shares are not redeemed in full pursuant to paragraph 6 of this Schedule 2, in the event of: (i) any reclassification, statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case, pursuant to which at least a majority of the Common Shares is changed or converted into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or a majority of the property and assets of the Company, in each case pursuant to which the Common Share are converted into cash, securities or other property; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Common Shares into other securities; each of which is referred to as a “Reorganization Event”), each Series B Preferred Share outstanding immediately prior to such Reorganization Event will, without the consent of the Holders and subject to paragraph 12(d) and paragraph 13(b) of this Schedule 2, remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the Holder of such Series B Preferred Shares would have received in such Reorganization Event had such Holder converted its Series B Preferred Shares into the applicable number of Common Shares immediately prior to the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Stated Value per Series B Preferred Share outstanding at the time of such subsequent conversion; provided that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Shares held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each Common Share held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of this paragraph (a) So long as any shares of Series A Preferred Stock are outstanding), if there occurs a Reorganization Event, then a Holder shall, effective as of the consummation of such Reorganization Event, automatically receive for such Series A Preferred Stock the type kind and amount of securities, cash and other property receivable in upon conversion following such Reorganization Event by a Holder will be deemed to be the weighted average of the number types and amounts of shares consideration received by the holders of Common Stock into which the number of shares of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Shares. (b) In the event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to the election deadline.

Reorganization Events. (a) So As long as any shares of Series A B Preferred Stock are remain outstanding, if there occurs occurs, in one transaction or a series of related transactions: (i) any reorganization, merger, share exchange, consolidation, or similar transaction (other than a transaction pursuant to which the Company is the surviving entity and pursuant to which the shares of Common Stock outstanding immediately prior to the transaction are not exchanged for cash, securities, or other property of the Company or another Person); (ii) any transaction resulting in the sale, transfer, lease, or conveyance to another Person of all or substantially all of the assets of the Company, in each case pursuant to which the Common Stock will be converted into cash, securities, or other property of the Company or another Person; or (iii) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition) (any such event specified in this Section 9, a "Reorganization Event"), then each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shall be deemed, solely for purposes of this Section 9, to have converted, effective immediately prior to the effective time of the Reorganization Event, into the number of shares of Common Stock into which one share of Series B Preferred Stock would then be convertible; provided that, notwithstanding the foregoing and for the avoidance of doubt, the shares of Series B Preferred Stock shall not convert into shares of Common Stock upon the occurrence of a Reorganization Event. Any agreement setting forth the terms and conditions of, then or otherwise relating to, a Holder shall, effective as Reorganization Event shall provide that the holders of the consummation of such Reorganization Event, automatically receive for such Series A B Preferred Stock will be entitled to receive the type and amount of securities, cash cash, and other property receivable in such Reorganization Event (such securities, cash, and other property, the "Exchange Property") by a Holder the holder of the number of shares of Common Stock into which the number of shares one share of Series A B Preferred Stock held by such Holder holder, plus all accrued and unpaid dividends, up to but excluding the date of consummation of such Reorganization Event, would then be convertible; provided that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates . If the holders of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%. (b) In the event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders holders of the Series A B Preferred Stock shall likewise be entitled to participate in make such elections as if they had converted all an election. The above provisions of their Series A Preferred Stock into this Section 9 shall similarly apply to successive Reorganization Events and the provisions of Section 8 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock immediately prior in any such Reorganization Event. The Company (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the election deadlineHolders of such consummation of such event and of the kind and amount of the cash, securities, or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 9. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) a transaction that is consistent with and gives effect to this Section 9.

Reorganization Events. (a) So long as In the event that any of the following events occurs prior to the Conversion Date: (i) any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in which the Corporation is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Corporation or another Person), (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the Corporation’s property and assets, or (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock (any such event specified in paragraphs (a) through (c) of this Section 7, a “Reorganization Event”), then each share of Series A C Preferred Stock are outstanding, if there occurs a outstanding immediately prior to such Reorganization Event, then a Holder Event shall, effective as without the consent of the consummation Holders thereof, remain outstanding but shall at each Holder’s option, subject to the applicable rules of Nasdaq Global Select Market or any other national securities exchange or automated quotation system where the Common Stock is listed and other applicable laws and regulations, upon the effective date and time (“Reorganization Effective Time”) of such Reorganization Event, automatically receive for such Series A Preferred Stock be convertible into the type and amount kind of securities, cash and other property receivable in such Reorganization Event by (without any interest thereon and without any right to dividends or distributions thereon which have a Holder of the number of shares of Common Stock into which the number of shares of Series A Preferred Stock held by such Holder would then be convertible; provided record date that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately is prior to the Reorganization Event and 9.99%. (bEvent) In the event that holders of shares per share of Common Stock have (the opportunity to elect “Exchange Property”) as if the form Holder of consideration to be received in such transaction, the Holders share of Series A C Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock such share into Common Stock immediately prior to such Reorganization Event and exercised his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event and in respect of which such rights of election deadlineshall have been exercised (“Electing Share”), then, for the purpose of this Section 7 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by the holder of each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the holders of the Electing Shares). The amount of Exchange Property receivable upon any Reorganization Event shall be determined based upon the Conversion Rate in effect on such Reorganization Effective Time. The above provisions of this Section 7 shall similarly apply to successive Reorganization Events and the provisions of Section 8 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of Common Stock in any such Reorganization Event. The Corporation (or any successor) shall, within 20 days of the Effective Time of any Reorganization Event, provide written notice to the Holders of the occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 7. The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series C Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 7.

Reorganization Events. (a) So long as any In the event that, with respect to the shares of Series A Preferred Stock are outstandingof any Holder there occurs: (i) any consolidation, if there occurs a Reorganization Event, then a Holder shall, effective as merger or other similar business combination of the consummation Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of such Reorganization Eventthe Corporation or another Person; (ii) any sale, automatically receive for such Series A Preferred transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the type and amount Corporation or another Person; (iii) any reclassification of the outstanding Common Stock into securities, cash and including securities other property receivable in such Reorganization Event by a Holder than the Common Stock; or (iv) any statutory exchange of the number of outstanding shares of Common Stock into which for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 8(a), a “Reorganization Event”); then, in the number case of a Reorganization Event described in Section 8(a)(i) or (ii) that involves only cash consideration such Reorganization Event shall be a deemed Liquidation as described in Section 5. For each other Reorganization Event, the holders of a majority of the outstanding shares of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving may elect to not treat such Reorganization Event as a deemed Liquidation but instead convert their shares of Series A Preferred Stock into a new class of preferred stock in the surviving corporation or the parent company of such Personacquiring person, as applicable, having the case may be, then, in lieu same then applicable Liquidation Preference and as nearly identical terms as possible to the terms of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Stock. (b) In the event that (i) the Holders do not make the election described in Section 8(a) above and (ii) holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall also be entitled to participate make an election with respect to such consideration. (c) The above provisions of this Section 8 shall similarly apply to successive Reorganization Events. (d) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event (other than a Reorganization Event described in Section 8(a)(i) or (ii) that involves only cash consideration) unless such elections as if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to agreement (i) provides for the election deadlineto receive shares of the newly created preferred stock as described in Section 8(a) above and (ii) absent such election by the Holders, provides for or does not interfere with the deemed Liquidation described in Section 5.

Reorganization Events. (a) So long as any shares of Series A Preferred Stock are outstanding, if there occurs a Reorganization Event, then a Holder holder of shares of Series A Preferred Stock shall, effective as of the consummation of such Reorganization Event, automatically receive for such Series A Preferred Stock the type and amount of securities, cash and other property receivable in such Reorganization Event by a Holder holder of the number of shares of Common Stock into which the number of shares of Series A Preferred Stock held by such Holder holder would then be convertible; , provided that if upon receipt of such securities, cash and other property, such Holderholder, together with all Affiliates of the Holderholder, would own or control in the aggregate more than the Reorganization Threshold 9.99% of any class of voting securities Voting Securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities the foregoing, each share of Series A Preferred Stock that would cause such holder, together with all Affiliates of the holder, to own or control in the aggregate more than 9.99% of any class of Voting Securities of the Person surviving such Reorganization Threshold to Event or the parent company of such Person, shall remain outstanding or shall be exceeded, such Holder shall instead receive converted into a substantially identical preference securities to security (with the same limitations on voting rights and conversion as the Series A Preferred (with voting and conversion provisions similar to those Stock as contained in these Articles Sections 5 and 8 of Amendmentthis Certificate of Designation) of the Person surviving such Reorganization Event or the parent company of such Person, as but in each case each such share of Series A Preferred Stock or such preference security shall not be convertible into Common Stock, but rather shall be convertible into the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate type and amount of the outstanding securities, cash and other property to which a holder of one share of Common Stock of the Company held by the Holder immediately prior would have been entitled to the receive upon such Reorganization Event and 9.99%Event. (b) In the event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders holders of Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to the election deadline.

Reorganization Events. (a) So long as In the event of: (i) any consolidation, merger or other similar business combination of the Company with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event”); each share of Series A B Preferred Stock are outstanding, if there occurs a outstanding immediately prior to such Reorganization Event, then a Holder Event shall, effective as without the consent of the consummation Holders thereof, remain outstanding but shall become convertible, at the option of such Reorganization Eventthe Holders, automatically receive for such Series A Preferred Stock into the type and amount kind of securities, cash and other property receivable in such Reorganization Event by a Holder holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Common Stock into which the number of shares each share of Series A B Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of convertible (assuming the Stockholder Approvals have been obtained) (such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Exchange Property”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Series B Preferred Stock in accordance with Section 9 shall be determined based upon the Conversion Price in effect on such Conversion Date. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of Series A Preferred Stock such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall be entitled to participate in such elections as if they had converted all not affect the operation of their Series A Preferred Stock into Common Stock immediately prior to the election deadlinethis Section 11.

Reorganization Events. (a) So In the event that for so long as any shares of Series A B Preferred Stock are outstandingremains outstanding there occurs: (i) any consolidation, if there occurs merger or other similar business combination of the Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event, ”); then a Holder shall, effective as of the consummation each share of such Reorganization Event, automatically receive for such Holder’s Series A B Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall thereafter automatically entitle the Holder to receive, upon conversion of such share of Series B Preferred Stock, the type and amount of securities, cash and other property receivable in such Reorganization Event by a Holder holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of the number of shares of Common Stock into which obtained by dividing (x) the number Liquidation Preference, plus all accrued but unpaid dividends, whether or not declared, up to, but excluding the effective date of shares the Reorganization Event, by (y) the Applicable Conversion Price as of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of date (such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Exchange Property”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A B Preferred Stock into Common Stock immediately prior the Exchange Property in a manner that is consistent with and gives effect to the election deadlinethis Section 11.

Reorganization Events. (a) So In the event that for so long as any shares of Series A C Preferred Stock are outstandingremain outstanding there occurs: (i) any consolidation, if there occurs merger or other similar business combination of the Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event, ”); then a Holder shalleach share of such Holder’s Series C Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall automatically convert, effective as of the consummation close of business on the Mandatory Conversion Date with respect to the shares of Series C Preferred Stock of such Reorganization EventHolder, automatically receive for such Series A Preferred Stock into the type and amount of securities, cash and other property receivable in such Reorganization Event by a Holder the holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of the number of shares of Common Stock into which obtained by dividing (x) the number Liquidation Preference by (y) the Applicable Conversion Price as of shares of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of date, plus a cash amount equal to all accrued but unpaid dividends, whether or not declared, on a per share basis, up to, but excluding, such date (such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Exchange Property”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall likewise be allowed to make such an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A C Preferred Stock into Common Stock immediately prior the Exchange Property in a manner that is consistent with and gives effect to the election deadlinethis Section 11.

Reorganization Events. (a) So long as In the event of: (i) any consolidation, merger or other similar business combination of the Company with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event”); each share of Series A Preferred Stock are outstanding, if there occurs a outstanding immediately prior to such Reorganization Event, then a Holder Event shall, effective as without the consent of the consummation Holders thereof, remain outstanding but shall become convertible, at the option of such Reorganization Eventthe Holders, automatically receive for such Series A Preferred Stock into the type and amount kind of securities, cash and other property receivable in such Reorganization Event by a Holder holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Common Stock into which the number of shares each share of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of convertible (assuming the Stockholders’ Meeting has been held) (such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Exchange Property”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Series A Preferred Stock in accordance with Section 9 shall be entitled determined based upon the Conversion Price in effect on the Mandatory Conversion Date. (c) The above provisions of this Section 11 shall similarly apply to participate in such elections as if they had converted all successive Reorganization Events and the provisions of their Series A Preferred Stock into Section 10 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock immediately prior in any such Reorganization Event. (d) The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the election deadlineHolders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11.

Reorganization Events. (a) So long as In the event of: (i) any consolidation or merger of the Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition) (any such event specified in clauses (i) through (iv), a “Reorganization Event”), each share of Series A Preferred Stock are outstanding, if there occurs a outstanding immediately prior to such Reorganization Event, then a Holder Event shall, without the consent of Holders, become at the effective as of the consummation time of such Reorganization EventEvent the right to receive, automatically receive for at the election of the Holders and upon written notice to the Company of such Series A Preferred Stock election, (A) the type and amount kind of securities, cash and other property receivable in such Reorganization Event by a the Holder of the with respect to that number of shares of Common Stock into which the number of shares of Series A Preferred Stock held by such Holder would then be convertible; provided convertible assuming that if upon receipt of on the date such option is exercised the Applicable Regulatory Approval has been obtained and remains in effect and disregarding for these purposes Section 8(h) (such securities, cash and other property, the “Exchange Property”), or (B) cash payable by the Corporation or such Holderother Person in an amount equal to the Liquidation Preference, together with all Affiliates in each case plus, if the Reorganization Event is consummated prior to the Optional Redemption Date, an amount equal to the cumulative cash dividends that would be payable by the Corporation from the date of the Holder, would own or control in the aggregate more than the Reorganization Threshold consummation of any class of voting securities of the Person surviving such Reorganization Event or through the parent company of such Person, Optional Redemption Date as if the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to dividends on the Series A Preferred (with voting and conversion provisions similar Stock were cumulative. Notwithstanding anything to those contained the contrary, in these Articles of Amendment) of the Person surviving such no event shall a Reorganization Event or trigger the parent company of such Person, as requirement to pay any dividend on the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Series A Preferred Stock of the Company held by the Holder immediately with respect to any Dividend Period that ended prior to the consummation of a Reorganization Event and 9.99%for which no dividend was declared by the Board of Directors. (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall be entitled to participate make the same election in the event the Holders elect to receive such elections as if they had converted all consideration in accordance with clause (a)(iv)(A) above. (c) The above provisions of their Series A Preferred Stock into this 15 shall similarly apply to successive Reorganization Events and the provisions of Section 12 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock immediately prior in any such Reorganization Event. (d) The Corporation (or any successor) shall, within ten (10) days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property and the Holder shall, within twenty (20) days after receipt of such notice, provide the Corporation with written notice of its election deadlineunder clause (a)(iv) above.

Reorganization Events. In the event of: (ai) So long any reclassification, statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case, pursuant to which at least a majority of the Class A Common Stock is changed or converted into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or a majority of the property and assets of the Company, in each case pursuant to which the Class A Common Stock is converted into cash, securities or other property; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Class A Common Stock into other securities; (each of which is referred to as a “Reorganization Event”) then each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the Holders and subject to Section 12(d) and Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the Holder of such share of Series A Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series A Preferred Stock are outstandinginto the applicable number of shares of Class A Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) applicable at the time of such subsequent conversion; provided that the foregoing shall not apply if there occurs such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization EventEvent provides for different treatment of Class A Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Class A Common Stock held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof), then a Holder shallfor the purpose of this Section 12(a), effective as of the consummation of such Reorganization Event, automatically receive for such Series A Preferred Stock the type kind and amount of securities, cash and other property receivable in upon conversion following such Reorganization Event by a Holder will be deemed to be the weighted average of the number types and amounts of shares consideration received by the holders of Class A Common Stock into which Stock. In the number event of a Reorganization Event that constitutes a Change of Control and either the Company exercises its Change of Control Call with respect to any shares of Series A Preferred Stock held by pursuant to Section 9 or any Holder exercises such Holder would then be convertible; provided that if upon receipt Holder’s rights with respect to any of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%. (b) In the event that holders of ▇▇▇▇▇▇’s shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock pursuant to Section 9, this Section 12(a) shall be entitled not apply to participate in such elections as if they had converted all shares of their Series A Preferred Stock into Common Stock immediately prior to the election deadlineStock.

Reorganization Events. If any of the following events occur (a) So long as any shares of Series A Preferred Stock are outstandingeach, if there occurs a “Reorganization Event”): (1) any recapitalization, then a Holder shall, effective as reclassification or change of the consummation Ordinary Shares, other than changes resulting from a subdivision or combination; (2) a consolidation, merger or combination involving the Company; (3) a sale, conveyance or lease to another corporation of such Reorganization Eventall or substantially all of the property and assets of the Company, automatically other than to one or more of the Company’s Subsidiaries; or (4) a statutory share exchange, in each case as a result of which holders of Ordinary Shares (including Ordinary Shares represented by ADSs) are entitled to receive for such Series A Preferred Stock the type and amount of stock, other securities, cash and other property receivable or assets (including cash or any combination thereof) with respect to or in such Reorganization Event exchange for Ordinary Shares (including Ordinary Shares represented by a Holder of ADSs), the number of shares of Common Stock into which the number of shares of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event Company or the parent company of such resulting, surviving or transferee Person, as the case may be, thenshall execute with the Trustee and the Securities Administrator a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, in lieu if such supplemental indenture is then required to so comply) providing that from and after the effective date of such transaction each such Note shall, without the consent of any Holders of Notes, become convertible into the kind and amount of shares of stock, other securities that or other property or assets (including cash or any combination thereof) which they would cause the Reorganization Threshold have owned or been entitled to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving upon such Reorganization Event or the parent company of had such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder Notes been converted into ADSs immediately prior to such Reorganization Event, except that if such transaction constitutes a Change of Control, such Holders will not convert at an increased Conversion Rate if such Holder does not convert its Notes “in connection with” the Reorganization Event and 9.99%. (b) relevant Change of Control. In the event that holders of shares of Common Stock ADSs have the opportunity to elect the form of consideration to be received in such transactionReorganization Event, the Holders Notes will be convertible into the weighted average of Series A Preferred Stock the kind and amount of consideration received by the holders of ADSs that affirmatively make such an election or, if no holders of ADSs actually make such election, the types and amount of consideration actually received by such holders. The Company may not become a party to any such transaction unless its terms are materially consistent with the preceding. None of the foregoing provisions shall be entitled affect the right of a Holder to participate in such elections as if they had converted all of their Series A Preferred Stock convert its Notes into Common Stock immediately ADSs prior to the election deadline.effective date of the Reorganization Event. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4, as determined in good faith by the Company or resulting, surviving or transferee Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, sale, conveyance or lease or statutory share exchange, the stock or other securities and assets received thereupon by a holder of Ordinary Shares includes shares of stock or other

Reorganization Events. (a) So long as any In the event that, prior to the Mandatory Conversion Date with respect to the shares of Series A Preferred Stock are outstandingof any Holder, if there occurs occurs: (i) any consolidation, merger or other similar business combination of the Company with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event”); then, then a subject to Section 8(b), each share of such Holder’s Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but each Holder shallshall have the right, at its option, subject to the terms and provisions of this Section 11, to convert any or all of such Holder’s shares of Series A Preferred Stock, effective as of the consummation close of business on the Reorganization Conversion Date (with the term “Regulatory Approval” applied for such purpose, as applicable, to the surviving entity in such Reorganization EventEvent and its securities included in the Exchange Property (as defined below)), automatically receive for such Series A Preferred Stock into the type and amount of securities, cash and other property receivable in such Reorganization Event by the Holder (other than a Holder counterparty to the Reorganization Event or an Affiliate of such counterparty) in respect of each such share of Series A Preferred Stock equal to the number of shares of Common Stock into which the number one share of Series A Preferred Stock would then be convertible assuming that a Mandatory Conversion Date in respect of such shares of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of had occurred (such securities, cash and other property, such Holder, together with the “Exchange Property”). In the event that a Reorganization Event referenced in this Section 11(a) involves common stock as all Affiliates or part of the Holderconsideration being offered in a fixed exchange ratio transaction, would own or control in the aggregate more than fair market value per share of such common stock shall be determined by reference to the Reorganization Threshold of any class of voting securities average of the Person surviving such Reorganization Event or the parent company closing prices of such Person, as common stock for the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder ten Trading Day period ending immediately prior to the consummation of such Reorganization Event and 9.99%Event. (b) The conversion right of a Holder of Series A Preferred Stock pursuant to this Section 11 shall be exercised by the Holder by the surrender of the certificates representing the shares to be converted to the Company or to the transfer agent for the Company, accompanied by a notice of reorganization conversion, no later than the tenth day following the date of delivery to each Holder of a notice from the Company of the expected consummation or the consummation of a Reorganization Event. (c) Immediately prior to the close of business on the Reorganization Conversion Date, each converting Holder of Series A Preferred Stock shall be deemed to be the Holder of record of the number of shares of Common Stock deemed to be issuable upon conversion of such Holder’s Series A Preferred Stock in accordance with clause (i) or (ii) of Section 11(a), notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Person. (d) Upon notice from the Company, each Holder of Series A Preferred Stock so converted shall promptly surrender to the Company or its transfer agent certificates representing the shares so converted (if not previously delivered), duly endorsed in blank or accompanied by proper instruments of transfer. (e) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in connection with any Reorganization Event, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. (f) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such transactionReorganization Event. (g) The Company (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of Series A Preferred Stock such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall be entitled to participate in not affect the operation of this Section 11. (h) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such elections agreement provides for or does not interfere with or prevent (as if they had converted all applicable) conversion of their the Series A Preferred Stock into Common Stock immediately prior the Exchange Property in a manner that is consistent with and gives effect to the election deadlinethis Section 11.

Reorganization Events. (a) So In the event that for so long as any shares of Series A C Preferred Stock are outstandingremains outstanding there occurs: (i) any consolidation, if there occurs merger or other similar business combination of the Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 11(a), a “Reorganization Event, ”); then a Holder shall, effective as of the consummation each share of such Reorganization Event, automatically receive for such Holder’s Series A C Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall thereafter automatically entitle the Holder to receive, upon conversion of such share of Series C Preferred Stock, the type and amount of securities, cash and other property receivable in such Reorganization Event by a Holder holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of the number of shares of Common Stock into which obtained by dividing (x) the number Liquidation Preference, plus all accrued but unpaid dividends, whether or not declared, up to, but excluding the effective date of shares the Reorganization Event, by (y) the Applicable Conversion Price as of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of date (such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting securities of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be, then, in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the “Reorganization Threshold” means the lesser of the proportionate amount of the outstanding Common Stock of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Exchange Property”). (b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. (c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (d) The Corporation (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock shall be entitled to participate in such elections as if they had converted all of their Series A C Preferred Stock into Common Stock immediately prior the Exchange Property in a manner that is consistent with and gives effect to the election deadlinethis Section 11.

Reorganization Events. (a) So long as any In the event that, with respect to the shares of Series A C Preferred Stock are outstandingof any Holder there occurs: (i) any consolidation, if there occurs a Reorganization Event, then a Holder shall, effective as merger or other similar business combination of the consummation Corporation with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of such Reorganization Eventthe Corporation or another Person; (ii) any sale, automatically receive for such Series A Preferred transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the type and amount Corporation or another Person; (iii) any reclassification of the outstanding Common Stock into securities, cash and including securities other property receivable in such Reorganization Event by a Holder than the Common Stock; or (iv) any statutory exchange of the number of outstanding shares of Common Stock into which the number of shares of Series A Preferred Stock held by such Holder would then be convertible; provided that if upon receipt of such securities, cash and other property, such Holder, together with all Affiliates of the Holder, would own or control in the aggregate more than the Reorganization Threshold of any class of voting for securities of the another Person surviving (other than in connection with a merger or acquisition); (any such Reorganization Event or the parent company of such Person, as the case may be, then, event specified in lieu of any securities that would cause the Reorganization Threshold to be exceeded, such Holder shall instead receive substantially identical preference securities to the Series A Preferred (with voting and conversion provisions similar to those contained in these Articles of Amendment) of the Person surviving such Reorganization Event or the parent company of such Person, as the case may be. For purposes of this Section 8(a), the a “Reorganization Threshold” means Event”); then, in the lesser case of a Reorganization Event described in Section 8(a)(i) or (ii) that involves only cash consideration such Reorganization Event shall be a deemed Liquidation as described in Section 5. For each other Reorganization Event, the proportionate amount holders of a majority of the outstanding Common shares of Series C Preferred Stock may elect to not treat such Reorganization Event as a deemed Liquidation but instead convert their shares of Series C Preferred Stock into a new class of preferred stock in the surviving corporation or the acquiring person, as applicable, having the same then applicable Liquidation Preference and as nearly identical terms as possible to the terms of the Company held by the Holder immediately prior to the Reorganization Event and 9.99%Series C Preferred Stock. (b) In the event that (i) the Holders do not make the election described in Section 8(a) above and (ii) holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Holders of Series A Preferred Stock shall also be entitled to participate make an election with respect to such consideration. (c) The above provisions of this Section 8 shall similarly apply to successive Reorganization Events. (d) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event (other than a Reorganization Event described in Section 8(a)(i) or (ii) that involves only cash consideration) unless such elections as if they had converted all of their Series A Preferred Stock into Common Stock immediately prior to agreement (i) provides for the election deadlineto receive shares of the newly created preferred stock as described in Section 8(a) above and (ii) absent such election by the Holders, provides for or does not interfere with the deemed Liquidation described in Section 5.