Common use of Conversion at Option of Holder Clause in Contracts

Conversion at Option of Holder. (i) Subject to the ---------------------------------- limitation set forth in Section 9, the limitations set forth in the legends to appear on the certificates for the shares of Series A Preferred Stock as provided in Section 10(a)(ii), and the provisions of Section 10(a)(iii) regarding conversion of Excess Shares, the holders of the Series A Convertible Preferred Stock may convert any or all of their shares of Series A Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as hereinafter provided. Subject to the limitations referred to in the preceding sentence, each share of Series A Convertible Preferred Stock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Value, (ii) accrued but unpaid dividends to the applicable Conversion Date on the share of Series A Convertible Preferred Stock being converted, and (iii) accrued but unpaid interest on the dividends on the share of Series A Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 (such sum, the "Conversion Amount") by (y) the product of (I) the Conversion Percentage with respect to the applicable Conversion Date times (II) the arithmetic average of ----- the Market Price of the Common Stock for the Measurement Period with respect to the applicable Conversion Date; provided, however, that in no event shall -------- ------- the amount determined in accordance with this clause be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and (iv), less than $4.00 U.S. per share of Common Stock (the "Floor Price") (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- in no event shall any holder of shares of Series A Convertible Preferred Stock be entitled to convert any shares of Series A Convertible Preferred Stock in excess of that number of shares of Series A Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder and any person whose beneficial ownership of shares of Common Stock would be aggregated with such holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, the "Restricted Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of unconverted shares of Series A Convertible Preferred Stock) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series A Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Restricted Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence. (ii) (A) 15% of the certificates for shares of Series A Convertible Preferred Stock shall, until such time as such legend, by its terms, no longer applies, contain the following legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOF."

Conversion at Option of Holder. (i) Subject to the ---------------------------------- limitation set forth in Section 9, the limitations set forth in the legends to appear on the certificates for the shares terms and conditions of Series A Preferred Stock as provided in Section 10(a)(ii), this Deposit Agreement and the provisions Certificate of Section 10(a)(iii) regarding conversion Designations, Receipts may be surrendered at any time by the Holders thereof by delivering a Notice of Excess Shares, the holders of the Series A Convertible Preferred Stock may convert any or all of their shares of Series A Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as hereinafter provided. Subject Conversion to the limitations referred to in the preceding sentence, each share of Series A Convertible Preferred Stock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Value, (ii) accrued but unpaid dividends to the applicable Conversion Date on the share of Series A Convertible Preferred Stock being converted, and (iii) accrued but unpaid interest on the dividends on the share of Series A Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 (such sum, the "Conversion Amount") by (y) the product of (I) the Conversion Percentage with respect to the applicable Conversion Date times (II) the arithmetic average of ----- the Market Price of the Common Stock for the Measurement Period with respect to the applicable Conversion Date; provided, however, that in no event shall -------- ------- the amount determined in accordance with this clause be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and (iv), less than $4.00 U.S. per share of Common Stock (the "Floor Price") (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- in no event shall any holder of shares of Series A Convertible Preferred Stock be entitled Depositary instructing it to convert any shares of Series A Convertible Preferred Stock in excess of that the specified number of shares of Series A Convertible E Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned represented by Depositary Shares as evidenced by such holder and any person whose beneficial ownership Receipts into Common Shares by applying the Conversion Ratio in accordance with the Certificate of shares of Designations. No fractional Common Stock would Shares or scrip representing fractional Common Shares shall be aggregated with such holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectivelyissued upon conversion; rather, the "Restricted Persons") (Corporation, at its election, shall cause the Depositary to pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Trading Price on the Conversion Date or round up to the next whole Common Share. A Holder of a Receipt shall surrender such Receipt at the Depositary’s Office or such other than shares office as the Depositary may from time to time designate for such purpose, together with the Notice of Common Stock deemed beneficially owned through Conversion thereof duly completed and executed and a proper assignment of such Receipt to the ownership of unconverted shares of Series A Convertible Preferred Stock) and (2) Corporation or in blank to the number of shares of Common Stock issuable upon Depositary or its agent, thereby instructing the Depositary to cause the conversion of the number of shares of Series A Convertible E Preferred Stock represented by Depositary Shares as evidenced by such Receipt specified in such Notice of Conversion into Conversion Shares in accordance with the terms of the Certificate of Designations. If required, the Holder must also pay any stock transfer, documentary, stamp or similar taxes not payable by the Corporation pursuant to the Certificate of Designations or Section 3.2 and Section 5.7. The Conversion Date on which conversion of the Receipts will be deemed to have been effected will be the Trading Day that the Notice of Conversion, completed and executed, is received during regular business hours by the Depositary; provided that, if applicable, the Receipts being surrendered are received by the Depositary within two (2) Trading Days after the Depositary’s receipt of the Notice of Conversion. In all other cases, the Conversion Date shall be the first Trading Day on which the foregoing requirements with respect to which delivery of the determination in this proviso is Receipts being madeconverted and of the Notice of Conversion to the Depositary have been satisfied. Upon receipt by the Depositary of a Receipt, would result in beneficial ownership together with a Notice of Conversion supplied by the holder of such Receipt and instructing the Depositary to convert a specified number of shares of Series E Preferred Stock represented by Depositary Shares as evidenced by such holder Receipt, the Depositary is hereby authorized and all Restricted Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso instructed to, and shall, as promptly as practicable, (a) give written notice to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(dtransfer agent for the Series E Preferred Stock (if other than the Depositary) of the Exchange Act number of shares of Series E Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Regulation 13D-G thereunderthe number of Conversion Shares to be delivered upon conversion of such shares of Series E Preferred Stock and the amount of immediately available funds (if so elected by the Corporation), except as if any, to be delivered to the holder of such Receipts in payment of any fractional Common Shares otherwise provided in clause issuable, (1b) cancel such Receipt or, if a Registrar for Receipts (other than the Depositary) shall have been appointed, cause such Registrar to cancel such Receipt and (c) deliver to the transfer agent for the Series E Preferred Stock (if other than the Depositary) or any other authorized agent of the proviso Corporation (as specified in writing by the Corporation) certificates for the Series E Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which certificates shall thereupon be canceled by the Depositary or such other transfer agent or authorized agent. As promptly as practicable thereafter and not later than five (5) Trading Days after the applicable Conversion Date, (a) the Corporation shall cause to be furnished to the Depositary a certificate or certificates evidencing the Conversion Shares, and, if the Corporation so elects, such amount of immediately preceding sentence. available funds, if any, in lieu of receiving fractional shares as specified in a written notice from the Corporation and (b) the Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary’s Office, (i) a certificate or certificates evidencing the Conversion Shares into which the Series E Preferred Stock represented by Depositary Shares as evidenced by such Receipt have been converted and which have been provided by the Corporation and (ii) (A) 15% if applicable, cash in lieu of Common Shares which has been provided by the Corporation. Alternatively, such Conversion Shares and cash in lieu of Common Shares may be delivered by the Depositary electronically through the facilities of DTC. In the event that optional conversion is elected by a Holder of a surrendered Receipt with respect to less than all Depositary Shares evidenced by such Receipt, upon such optional conversion the Depositary shall authenticate, countersign and deliver to such Holder thereof, at the expense of the Corporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not elected. Delivery of Conversion Shares and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of certificates and which, if required by law in the judgment of the Corporation, shall be accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any Holder surrendering Receipts, and for shares the account of Series A Convertible Preferred Stock shallsuch Holder, until to such time as place designated in writing by such legend, by its terms, no longer applies, contain the following legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOFHolder."

Conversion at Option of Holder. (i) Subject Whenever a Record Holder of Receipts shall elect to convert shares of Preferred Stock underlying the ---------------------------------- limitation set forth Depositary Shares evidenced by such Receipts in Section 9accordance with the provisions of the Certificate, it shall deliver Receipts evidencing the limitations set forth in the legends Depositary Shares relating to appear on the certificates for the shares of Series A Preferred Stock as provided to be converted, together with written notice of conversion and a proper assignment of the Receipts to the Company or in Section 10(a)(iiblank to the Depositary or its agent. Each optional conversion of shares of Preferred Stock underlying Depositary Shares shall be deemed to have been effected immediately prior to the close of business on the date of which the foregoing requirements have been satisfied. From and after the relevant date fixed for conversions (the "Conversion Date")(unless the Company shall have failed to convert the shares of Preferred Stock to be converted by it), and all dividends or Quarterly Return Amounts in respect of the provisions shares of Section 10(a)(iii) regarding Preferred Stock so called for conversion of Excess Sharesshall cease to accumulate, the holders shares of Preferred Stock and Depositary Shares so converted shall be deemed no longer to be outstanding, and all rights of the Series A Convertible Preferred Stock may convert any or all Record Holders of their shares of Series A Convertible Preferred Stock into fully paid and nonassessable Receipts evidencing such Depositary Shares (except the right to receive shares of Common Stock and such other securities and property as hereinafter provided. Subject and, if applicable, cash upon conversion) shall, to the limitations referred to in extent of such Depositary Shares, cease and terminate. Upon any surrender for conversion of the preceding sentenceReceipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, each share if the Depositary shall so require), shares of Series A Convertible Preferred Stock underlying such Depositary Shares shall be converted by the Company (as nearly as may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially practicable without creating fractional shares) into such number of fully paid and nonassessable shares of Common Stock (calculated as at a conversion rate equal to each conversion to the nearest 1/100th one-twentieth of a share) determined by dividing (x) the sum of (i) the Conversion Value, (ii) accrued but unpaid dividends to the applicable Conversion Date on the share of Series A Convertible Preferred Stock being converted, and (iii) accrued but unpaid interest on the dividends on the share of Series A Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 (such sum, the "Conversion Amount") by (y) the product of (I) the Conversion Percentage with respect to the applicable Conversion Date times (II) the arithmetic average of ----- the Market Price of the Common Stock for the Measurement Period with respect to the applicable Conversion Date; provided, however, that in no event shall -------- ------- the amount determined in accordance with this clause be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and (iv), less than $4.00 U.S. per share of Common Stock (the "Floor Price") (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- in no event shall any holder of shares of Series A Convertible Preferred Stock be entitled to convert any shares of Series A Convertible Preferred Stock in excess of that number of shares of Series A Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder received upon conversion of each share of Preferred Stock pursuant to the Certificate. The foregoing shall be subject further to the terms and any person whose beneficial ownership of shares of Common Stock would be aggregated with such holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) conditions of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, the "Restricted Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of unconverted shares of Series A Convertible Preferred Stock) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series A Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Restricted Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentenceCertificate. (ii) (A) 15% of the certificates for shares of Series A Convertible Preferred Stock shall, until such time as such legend, by its terms, no longer applies, contain the following legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOF."

Conversion at Option of Holder. (i) Subject to the ---------------------------------- limitation set forth in Section 9, the limitations set forth in the legends to appear on the certificates for the shares of Series A Preferred Stock as provided in Section 10(a)(ii), and the provisions of Section 10(a)(iii) regarding conversion of Excess Shares, the The holders of the Series A G Convertible Preferred Stock may at any time on or after the Issuance Date convert at any time all or all from time to time any part of their shares of Series A G Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as hereinafter herein provided, except that no such conversion shall be for less than 50 shares of Series G Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and is converting all of such shares held by such holder. Subject Holders of shares of Series G Convertible Preferred Stock shall be entitled, with respect to the limitations referred shares of Common Stock or other securities issued or issuable upon conversion thereof, to in the preceding sentence, each benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each share of Series A G Convertible Preferred Stock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion ValueAmount, (ii) accrued but unpaid dividends an amount equal to the applicable Conversion Date Accrual Amount on the share of Series A G Convertible Preferred Stock being convertedconverted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series A G Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 (such sum, the "Conversion Amount") by (y) the product of (I) the Conversion Percentage with respect to the applicable Price for such Conversion Date times (II) the arithmetic average of ----- the Market Price of the Common Stock for the Measurement Period with respect to the applicable "Conversion DateRate"); provided, however, that in no event shall -------- ------- the amount determined in accordance with this clause be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and (iv), less than $4.00 U.S. per share of Common Stock (the "Floor Price") (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- in no event shall any holder of shares of Series A G Convertible Preferred Stock be entitled to convert any shares of Series A G Convertible Preferred Stock in excess of that number of shares of Series A G Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder and any person whose beneficial ownership all Aggregated Persons of shares of Common Stock would be aggregated with such holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, the "Restricted Persons") holder (other than shares of Common Stock deemed beneficially owned through the ownership of (x) unconverted shares of Series A G Convertible Preferred StockStock and (y) the unconverted or unexercised portion of any instrument, including, without limitation, the Series H Convertible Preferred Stock and the Warrants, which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series A G Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Restricted Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence. (ii) (A) 15% of the certificates for shares of Series A Convertible Preferred Stock shall, until such time as such legend, by its terms, no longer applies, contain the following legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOF."

Conversion at Option of Holder. (i) Subject Whenever a Record Holder of ------------------------------ Receipts shall elect to convert shares of Stock underlying the ---------------------------------- limitation set forth Depositary Shares evidenced by such Receipts in Section 9accordance with the provisions of the Certificate, it shall deliver Receipts evidencing the limitations set forth in the legends Depositary Shares relating to appear on the certificates for the shares of Series A Preferred Stock as provided to be converted, together with written notice of conversion and a proper assignment of the Receipts to the Company or in Section 10(a)(iiblank to the Depositary or its agent. Each optional conversion of shares of Stock underlying Depositary Shares shall be deemed to have been effected immediately prior to the close of business on the date of which the foregoing requirements have been satisfied. From and after the relevant date fixed for conversions (the "Conversion Date")(unless the Company shall have failed to convert the shares of Stock to be converted by it), and all dividends in respect of the provisions shares of Section 10(a)(iii) regarding Stock so called for conversion of Excess Sharesshall cease to accumulate, the holders shares of Stock and Depositary Shares so converted shall be deemed no longer to be outstanding, and all rights of the Series A Convertible Preferred Stock may convert any or all Record Holders of their shares of Series A Convertible Preferred Stock into fully paid and nonassessable Receipts evidencing such Depositary Shares (except the right to receive shares of Common Stock and such other securities and property as hereinafter provided. Subject and, if applicable, cash upon conversion) shall, to the limitations referred to in extent of such Depositary Shares, cease and terminate. Upon any surrender for conversion of the preceding sentenceReceipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, each share if the Depositary shall so require), shares of Series A Convertible Preferred Stock underlying such Depositary Shares shall be converted by the Company (as nearly as may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially practicable without creating fractional shares) into such number of fully paid and nonassessable shares of Common Stock (calculated as at a conversion rate equal to each conversion to the nearest 1/100th one-twentieth of a share) determined by dividing (x) the sum of (i) the Conversion Value, (ii) accrued but unpaid dividends to the applicable Conversion Date on the share of Series A Convertible Preferred Stock being converted, and (iii) accrued but unpaid interest on the dividends on the share of Series A Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 (such sum, the "Conversion Amount") by (y) the product of (I) the Conversion Percentage with respect to the applicable Conversion Date times (II) the arithmetic average of ----- the Market Price of the Common Stock for the Measurement Period with respect to the applicable Conversion Date; provided, however, that in no event shall -------- ------- the amount determined in accordance with this clause be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and (iv), less than $4.00 U.S. per share of Common Stock (the "Floor Price") (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- in no event shall any holder of shares of Series A Convertible Preferred Stock be entitled to convert any shares of Series A Convertible Preferred Stock in excess of that number of shares of Series A Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder received upon conversion of each share of Stock pursuant to the Certificate. The foregoing shall be subject further to the terms and any person whose beneficial ownership of shares of Common Stock would be aggregated with such holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) conditions of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, the "Restricted Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of unconverted shares of Series A Convertible Preferred Stock) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series A Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Restricted Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentenceCertificate. (ii) (A) 15% of the certificates for shares of Series A Convertible Preferred Stock shall, until such time as such legend, by its terms, no longer applies, contain the following legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOF."

Conversion at Option of Holder. (i) Subject In order to cause the ---------------------------------- limitation set forth in Section 9, the limitations set forth in the legends to appear on the certificates for the shares of Series A Preferred Stock as provided in Section 10(a)(ii), and the provisions of Section 10(a)(iii) regarding conversion of Excess Shares, the holders any whole or fractional share of the Series A Convertible Preferred Stock may convert any or all of their shares of Series A Convertible Preferred Stock into fully paid and nonassessable whole shares of Common Stock pursuant to Section 3 of the Statement of Designations, the holder of the Depositary Shares representing such whole or fractional shares of Stock shall surrender the Receipts (properly endorsed or assigned for transfer as the Depositary shall require) evidencing such Depositary Shares to the Depositary at the New York Office or at the office of such Depositary’s Agent as the Depositary may designate for such purpose, together with (i) an irrevocable notice of election to cause the conversion duly completed and executed, specifying the number of shares of underlying Stock to be so converted (provided that any notice of election to cause conversion of shares of Stock will not be honored if received by the Depositary after the close of business on a Redemption Date relating to such shares, unless the Company defaults in payment of the redemption price, in which case the right to cause conversion shall be reinstated), (ii) the name or names (with addresses) in which a certificate or certificates evidencing shares of Common Stock are to be issued, (iii) if such certificate or certificates are to be issued in a name or names other than that of the record holder of the Receipts surrendered, payment of any applicable transfer taxes and such other securities documentation as shall be required by the Depositary in its sole discretion and property (iv) if applicable, any payments required pursuant to this Section 2.05. Such written notice shall constitute the holder’s direction to the Depositary to convert the number of whole or fractional shares of Stock represented by such Depositary Shares into Common Stock at the conversion price then in effect under the Statement of Designations. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Stock to be converted at the direction of that holder on that occasion. Upon receipt by the Depositary of a Receipt or Receipts accompanied by the required written notice of conversion, the Depositary shall promptly surrender to the Company for conversion, in accordance with the procedures established in the Statement of Designations, a certificate or certificates representing at least the number of shares of Stock to be converted (properly endorsed or assigned for transfer), together with a proper notice of conversion and any other required documentation and, if applicable, funds received by the Depositary in payment of any transfer taxes or any other applicable payments from the holder of the surrendered Receipts, and, as soon as practicable thereafter, the Company shall deliver to the Depositary for delivery to such holder a certificate or certificates evidencing the number of whole shares of Common Stock issuable upon such conversion, together with cash due in lieu of fractional shares of Common Stock as hereinafter provided. If less than all the shares of Stock represented by a certificate or certificates are surrendered by the Depositary for purposes of conversion, the Company shall issue to the Depositary a new certificate or certificates representing the shares of Stock not surrendered for conversion. If less than all the Depositary Shares represented by a Receipt or Receipts are surrendered to the Depositary for purposes of conversion, the Depositary shall cause the Registrar to issue to the holder thereof a new Receipt or Receipts for any whole Depositary Shares not surrendered for conversion. Subject to the limitations referred following provisions of this paragraph, such conversion shall be deemed to in have been made as of the preceding sentence, each share date of Series A Convertible Preferred surrender of the Receipts evidencing Depositary Shares representing shares of Stock may to be converted at and the office of receipt thereof by the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Value, (ii) accrued but unpaid dividends to the applicable Conversion Date on the share of Series A Convertible Preferred Stock being convertedDepositary, and (iii) accrued but unpaid interest on the dividends on the share of Series A Convertible Preferred Stock being converted in arrears person or persons entitled to the applicable Conversion Date at the rate provided in Section 5 (such sum, the "Conversion Amount") by (y) the product of (I) the Conversion Percentage with respect to the applicable Conversion Date times (II) the arithmetic average of ----- the Market Price of receive the Common Stock deliverable upon such conversion shall be treated for all purposes as the Measurement Period with respect to the applicable Conversion Daterecord holder or holders of such Common Stock on such date; provided, however, that neither the Company nor the Depositary shall be required to cause the conversion of any shares of Stock while the share transfer books of the Company are closed for any purpose, but the surrender of Receipts evidencing Depositary Shares representing Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and the conversion shall be at the conversion rate in effect on such date. Any Depositary Shares surrendered to the Depositary for conversion after any Dividend Record Date and prior to the Dividend Payment Date with respect to such dividend, the dividend due on such Dividend Payment Date shall be payable to the holder of such Depositary Shares as of such Dividend Record Date notwithstanding such conversion prior to the Dividend Payment Date or the default by the Company in the payment of the dividends due on such Dividend Payment Date. Any Depositary Shares surrendered to the Depositary for conversion during the period from the close of business on any Dividend Record Date to the opening of business on the Dividend Payment Date with respect to such dividend shall (except in the case of Depositary Shares which have been called for redemption on a redemption date within such period) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the dividend payable on such Dividend Payment Date on the Depositary Shares being surrendered for conversion. The dividend with respect to a Depositary Share called for redemption on a redemption date during the period from the close of business on any Dividend Record Date to and including the Dividend Payment Date with respect to such dividend shall be payable on such Dividend Payment Date to the holder of record of such Depositary Shares on such Dividend Record Date notwithstanding the conversion of such Depositary Share after such Dividend Record Date and prior to such Dividend Payment Date, and the holder converting such Depositary Share need not include a payment of such dividend amount upon surrender of such Depositary Share for conversion. Except as provided in this paragraph, no event payment or adjustment shall -------- ------- be made upon any conversion of Depositary Shares for accrued and unpaid dividends on the amount determined Stock represented by such Depositary Shares or for dividends on the Common Stock issued upon conversion. Upon the conversion of any shares of Stock represented by Depositary Shares for which a request for conversion has been made by the holder of such Depositary Shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall no longer be deemed outstanding, all rights of the holder of the Receipt or Receipts evidencing such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein and in the Statement of Designations and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt or Receipts evidencing the Depositary Shares so converted shall be cancelled in accordance with this clause Section 2.11 hereof. No fractional shares or scrip representing fractional shares of Common Stock shall be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and (iv), less than $4.00 U.S. per issuable upon conversion of Stock. If any holder who delivers Receipts to the Depositary with instructions for conversion of the underlying Stock would be entitled to a fractional share of Common Stock (upon such conversion, the "Floor Price"Company shall deliver to the Depositary for delivery to such holder the cash payment in lieu of such fractional share required to be paid pursuant to the terms of the Statement of Designations. If any event occurs that requires prior notice to the holders of shares of Stock pursuant to Section 3(xi) (subject of the Statement of Designations, then the Company shall, not less than 20 days prior to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on the record or after the effective date of filing of this Certificate of Designations with such event or, if the Secretary of State notice is required pursuant to Section 9(c) of the State Statement of DelawareDesignations, the Company shall promptly deliver a form of notice (which shall contain substantially the same information as the notice required by the Statement of Designations) to the Depositary. Not less than 15 days prior to the record or effective date of such event or, if the notice is required pursuant to Section 9(c) of the Statement of Designations, promptly following receipt of such notice from the Company, the Depositary shall mail or cause to be mailed, first-class postage prepaid, notice (in the form provided to the Depositary by the Company) of such event to the holders of record of the Depositary Shares, at the addresses as shown on the records of the Depositary. Failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Upon the occurrence of a Change of Control or a Fundamental Change (both as defined in the Statement of Designations), the Company shall, within 5 Business Days after such occurrence, notify the Depositary in writing of such occurrence and shall deliver to the Depositary a form of notice (which shall contain substantially the same information as the notice required by the Statement of Designations). Upon its receipt of such form of notice from the Company, the Depositary shall mail or cause to be mailed, first-class postage prepaid, notice (in the form provided to the Depositary by the Company) of such occurrence to all holders of record of Depositary Shares at the addresses as shown on the records of the Depositary. Upon the occurrence of a Change of Control or Fundamental Change, a holder of a Receipt or Receipts may direct the Depositary to instruct the Company to cause the conversion of all, but not less than all, the Stock underlying such holder’s Depositary Shares into Common Stock at an adjusted conversion price per share equal to the Special Conversion Price (as defined in the Statement of Designations), in each case accordance with the terms and subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- conditions set forth in no event shall any the Statement of Designations. Such a holder of shares of Series A Convertible Preferred Stock be entitled to convert any shares of Series A Convertible Preferred Stock in excess of that number of shares of Series A Convertible Preferred Stock upon Receipts evidencing Depositary Shares must exercise this special conversion of which right within the sum of (1) 45-day period after the number of shares of Common Stock beneficially owned by such holder and any person whose beneficial ownership of shares of Common Stock would be aggregated with such holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) mailing of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, notice by the "Restricted Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of unconverted shares of Series A Convertible Preferred Stock) and (2) the number of shares of Common Stock issuable upon the Depositary or such special conversion of the number of shares of Series A Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Restricted Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership right shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentenceexpire. (ii) (A) 15% of the certificates for shares of Series A Convertible Preferred Stock shall, until such time as such legend, by its terms, no longer applies, contain the following legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOF."

Conversion at Option of Holder. (i) Subject to the ---------------------------------- limitation set forth in Section 9, the limitations set forth in the legends to appear on the certificates for the shares of Series A Preferred Stock as provided in Section 10(a)(ii), and upon compliance with the provisions of this Section 10(a)(iii) regarding 10, each Holder shall have the right, at such Holder's option, at any time (except that if such Holder shall have exercised redemption rights under Section 11, such conversion of Excess Shares, right shall terminate with respect to the holders of the Series A Convertible Preferred Stock may convert any or all of their shares of Series A Convertible Preferred Stock into fully paid and nonassessable shares to be redeemed at the close of Common Stock and such other securities and property as hereinafter provided. Subject business on the last Trading Day prior to the limitations referred to date the Corporation pays or deposits in accordance with Section 15(c) the preceding sentenceapplicable Optional Redemption Price, each unless the Corporation shall default in payment due upon redemption of any share of Series A Convertible Preferred Stock may be converted at Stock) to convert the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable outstanding shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Value, (ii) accrued but unpaid dividends to the applicable Conversion Date on the share of Series A Convertible Preferred Stock being convertedheld by such Holder, or from time to time any portion of such shares, plus an amount equal to accrued and (iii) accrued but unpaid interest on the dividends on such shares, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the share sum of (x) the aggregate Stated Value of all shares of Series A Convertible Preferred Stock being converted in arrears to by such Holder on the applicable same Conversion Date at the rate provided in Section 5 (such sum, the "Conversion Amount") by plus (y) accrued and unpaid dividends on the product of (I) the Conversion Percentage with respect to the applicable Conversion Date times (II) the arithmetic average of ----- the Market Price of the Common Stock for the Measurement Period with respect to the applicable Conversion Date; provided, however, that in no event shall -------- ------- the amount determined in accordance with this clause be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and (iv), less than $4.00 U.S. per share of Common Stock (the "Floor Price") (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- in no event shall any holder of shares of Series A Convertible Preferred Stock be entitled being converted to convert the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 10(b); provided, however, that, if at any shares time any share of Series A Convertible Preferred Stock is converted in excess of that whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A Convertible Preferred Stock upon conversion of would otherwise be converted and which the sum of Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying (1x) the number of shares of Common Stock beneficially owned which the Corporation is unable to issue times (y) the arithmetic average of the Market Price of the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Certificate of Designations, be deemed to be satisfaction in full of the Corporation's obligation to issue upon such conversion shares of Common Stock that are not then available for issuance upon such conversion. A Holder is not entitled to any rights of a holder of Common Stock until such Holder has converted one or more shares of Series A Convertible Preferred Stock to Common Stock, and only to the extent any such shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under this Section 10. For purposes of Sections 10(e) and 10(f), whenever a provision references the shares of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable upon conversion of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such holder and any person whose beneficial ownership provision shall be made as if a sufficient number of shares of Common Stock would be aggregated with such holder's beneficial ownership were then available for issuance upon conversion in full of shares of Common Stock for purposes of Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, the "Restricted Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of unconverted all outstanding shares of Series A Convertible Preferred Stock) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series A Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Restricted Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence. (ii) (A) 15% of the certificates for shares of Series A Convertible Preferred Stock shall, until such time as such legend, by its terms, no longer applies, contain the following legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOF."