Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. If at any time after the eighteen (18) month anniversary of the Issuance Date (the “Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right to require the Holder to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 8 by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Conversion Measuring Period, a written notice thereof (which may be by e-mail if acceptable to the Trustees) to the Trustees in the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (2) state the number of shares of Common Stock to be issued to the Holders on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture pursuant to this Section 8, then it must simultaneously take the same action with respect to all of the Series 1 Debentures then outstanding.

Mandatory Conversion. (a) If at the 180-Day Average Price and the related Two-Week Average Price for any time after 180-Day Reference Period (which Reference Period shall have ended no earlier than the eighteen (18) month first anniversary of the Issuance Date (original issuance of the “Mandatory Conversion Eligibility Date”Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series B Preferred Stock for Common Stock pursuant to this Section A unless (i) the daily VWAP Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period date of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”)such exchange, (ii) the aggregate dollar average daily trading volume (as reported on Bloomberg) of in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the Principal Market plus last day of the NYSE MKT relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per 180-day (as adjusted for stock splitsperiod ending on the date of the Investment Agreement, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure the Corporation shall have occurred obtained the Series B Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be continuingdeemed effective or available for use), then and (v) the Company Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series A Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall have be sent to the holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to require effect such exchange. From and after the Holder Exchange Date, all dividends on the shares of Series B Preferred Stock that are exchanged shall cease to convert all, but not less than all, of this Series 1 Debenture for accumulate and all rights of the then outstanding principal amounts under this holders thereof as holders of Series 1 Debenture B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with Section 3 hereof (a “Mandatory Conversion”)the terms hereof. The Company may exercise its right Prior to require conversion under this Section 8 by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied)Exchange Date, on the first (1st) Trading Day immediately following the end of the Mandatory Conversion Measuring Period, each holder shall provide a written notice thereof (which may be by e-mail if acceptable to the Trustees) to Corporation specifying the Trustees name or names in which such holder wishes the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected certificate or certificates for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (2) state the number of shares of Common Stock to be issued issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the Holders issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise income) that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer be payable in respect of any issue or a director delivery of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director shares of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion exchange of this Series 1 Debenture B Preferred Stock pursuant to this Section 8A. On or after the Exchange Date, then it must simultaneously take each holder of shares of Series B Preferred Stock that are to be exchanged shall surrender the same action with respect certificate evidencing such shares of Series B Preferred Stock to all the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series 1 Debentures B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. If at any time On or after the eighteen (18) month anniversary of Requisite Shareholder Approval Date, the Issuance Date Company may exercise a mandatory conversion (the “Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right to require the Holder to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion”). The , if (a) the Company may exercise its right to require conversion under this Section 8 by delivering (provided that all of the conditions set forth in clauses has not exercised either (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the a Mandatory Conversion Measuring Period, a written notice thereof (which may be by e-mail if acceptable to the Trustees) to the Trustees in the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (2) state the number of shares of Common Stock to be issued to the Holders on the Mandatory Conversion Date (subject to any adjustments thereto Equitization pursuant to Section 7 17.01 or otherwise that may occur prior to the (ii) a Mandatory Conversion Date)pursuant to this Section 16.01 on any date in the preceding 90-day period, (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4b) contain a certification from either: (i) the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP Last Reported Sale Price of the Common Stock is less than has been at least 150% of the Trigger Conversion Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the Mandatory Conversion Notice Date, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding such Mandatory Conversion Notice Date; or (IIii) if less than $60.0 million aggregate principal amount of the aggregate dollar trading volume (Existing Notes are outstanding as reported on Bloomberg) of the Mandatory Conversion Notice Date, the Last Reported Sale Price of the Common Stock on has been at least 100% of the Principal Market plus the NYSE MKT on any Conversion Price then in effect for at least 20 Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on Days (whether or not consecutive), including the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 Notice Date, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding such Mandatory Conversion Notice Date; provided that, for any Mandatory Conversion, the aggregate principal amount of Notes converted pursuant to such Mandatory Conversion shall not cause the number of shares of Common Stock issued in such Mandatory Conversion to exceed the greater of (as adjusted A) the product of (I) 4.0 and (II) the average daily trading volume for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on 20 Trading Days preceding the Mandatory Conversion Notice Date and ending on (B) 15% of the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion number of this Series 1 Debenture pursuant to this Section 8, then it must simultaneously take the same action with respect to shares of Common Stock issuable upon conversion of all of the Series 1 Debentures then outstandingNotes issued as of the final settlement date of the Exchange Offer pursuant to the terms thereof in effect immediately prior to the Issue Date. The Conversion Rate will be increased for Mandatory Conversions occurring prior to October 15, 2028, as described under Section 14.03. The aggregate amount of all Notes redeemed or converted after the Issue Date pursuant to clause (b)(i) hereof and the third sentence under Section 15.06(b) will not exceed the amount of Notes equal to 75% of principal amount of Notes issued and outstanding immediately following the final settlement date of the Exchange Offer pursuant to the terms thereof in effect immediately prior to the Issue Date (whether or not such principal amount remains outstanding at the time of such Mandatory Conversion).

Mandatory Conversion. (a) If at the 180-Day Average Price and the related Two-Week Average Price for any time after 180-Day Reference Period (which Reference Period shall have ended no earlier than the eighteen (18) month first anniversary of the Issuance Date (original issuance of the “Mandatory Conversion Eligibility Date”Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series A Preferred Stock for Common Stock pursuant to this Section A unless (i) the daily VWAP Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period date of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”)such exchange, (ii) the aggregate dollar average daily trading volume (as reported on Bloomberg) of in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the Principal Market plus last day of the NYSE MKT relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per 180-day (as adjusted for stock splitsperiod ending on the date of the Investment Agreement, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure the Corporation shall have occurred obtained the Series A Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be continuingdeemed effective or available for use), then and (v) the Company Corporation simultaneously exchanges any issued and outstanding Series B Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series B Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall have be sent to the holders of record of the shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to require effect such exchange. From and after the Holder Exchange Date, all dividends on the shares of Series A Preferred Stock that are exchanged shall cease to convert all, but not less than all, of this Series 1 Debenture for accumulate and all rights of the then outstanding principal amounts under this holders thereof as holders of Series 1 Debenture A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with Section 3 hereof (a “Mandatory Conversion”)the terms hereof. The Company may exercise its right Prior to require conversion under this Section 8 by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied)Exchange Date, on the first (1st) Trading Day immediately following the end of the Mandatory Conversion Measuring Period, each holder shall provide a written notice thereof (which may be by e-mail if acceptable to the Trustees) to Corporation specifying the Trustees name or names in which such holder wishes the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected certificate or certificates for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (2) state the number of shares of Common Stock to be issued issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the Holders issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise income) that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer be payable in respect of any issue or a director delivery of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director shares of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion exchange of this Series 1 Debenture A Preferred Stock pursuant to this Section 8A. On or after the Exchange Date, then it must simultaneously take each holder of shares of Series A Preferred Stock that are to be exchanged shall surrender the same action with respect certificate evidencing such shares of Series A Preferred Stock to all the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, provided that each of the conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series 1 Debentures A Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. If at (a) At any time on or after July 15, 2018, if the eighteen (18) month anniversary Last Reported Sales Price of Common Units equals or exceeds 150% of the Issuance Date then-prevailing Conversion Price for at least 20 Series A Trading Days (the “Mandatory Conversion Eligibility Date”), (iwhether or not consecutive) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for in a period of ten 30 consecutive Series A Trading Days, including the last Series A Trading Day of such 30-Series A Trading Day period, ending on, and including, the Series A Trading Day immediately preceding the Partnership’s issuance of a press release (10as provided in Section 16.5(b)) consecutive Trading Days following announcing the Mandatory Conversion Eligibility Date (Conversion, the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”)Partnership may at its option, (ii) the aggregate dollar trading volume (as reported on Bloomberg) cause all or a portion of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and Series A Preferred Units to be continuing, then the Company shall have the right to require the Holder to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof automatically converted (a “Mandatory Conversion”)) into a number of Common Units for each Series A Preferred Units equal to the then-applicable Conversion Rate. The Company Partnership may not authorize, issue a press release or give notice of any Mandatory Conversion unless all accumulated and unpaid distributions on the Series A Preferred Units (whether or not declared) for Series A Distribution Periods ended prior to the date of such press release shall have been paid. (b) To exercise its the Mandatory Conversion right to require conversion under this described in Section 8 by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied16.5(a), the Partnership shall issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Partnership) prior to the Open of Business on the first (1st) Series A Trading Day immediately following any date on which the end conditions described in Section 16.5(a) are met, announcing such a Mandatory Conversion. The Partnership shall also give notice to the registered holders of the Series A Preferred Units (not more than three Series A Business Days after the date of the press release) of the Mandatory Conversion Measuring Period, announcing the Partnership’s intention to convert the Series A Preferred Units. The conversion date shall be a written notice thereof (which may be date selected by e-mail if acceptable to the Trustees) to the Trustees in the form attached hereto as Exhibit F Partnership (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 8so selected, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”)) and shall be no later than 10 Series A Business Days after the date on which the Partnership issues such press release. (c) In addition to any information required by applicable law or regulation, (2) state the number press release and notice of shares of Common Stock to be issued to the Holders on the a Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth described in Section 3 16.5(b) shall apply, to the extent applicablestate, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if appropriate: (Ii) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (IIii) the aggregate dollar trading volume number of Common Units to be issued upon conversion of each Series A Preferred Unit; and (as reported on Bloombergiii) of the Common Stock that distributions on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing Series A Preferred Units to be converted shall cease to accrue on the Mandatory Conversion Notice Date and ending on Date. (d) Upon conversion, except as provided under Section 16.4(e), the Trading Day immediately preceding Person in whose name Common Units shall be issuable upon such conversion will become the Mandatory Conversion Date is less than $5,500,000 (holder of record of such Common Units as adjusted for stock splits, stock combinations and of the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing Close of Business on the Mandatory Conversion Notice Date Date, and ending the Partnership shall deliver for each Series A Preferred Unit being converted a number of Common Units equal to the then-applicable Conversion Rate (together with a cash payment in lieu of any fractional unit) on the third Series A Business Day immediately following the relevant Conversion Date. (e) On and after the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22)Date, then, in either case, distributions shall cease to accrue on the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause Series A Preferred Units called for a Mandatory Conversion and all rights of this holders of such Series 1 Debenture A Preferred Units shall terminate, except for the right to receive Common Units issuable upon conversion thereof, any accumulated and unpaid distributions (other than previously declared distributions on the Series A Preferred Units payable to holders of record as of a prior date) and cash in lieu of fractional units, pursuant to this Section 8, then it must simultaneously take the same action 16.11. The Distribution payment with respect to all Series A Preferred Units called for a Mandatory Conversion on a date during the period between the Close of Business on any Series A Distribution Record Date to the Close of Business on the corresponding Series 1 Debentures then outstandingA Distribution Payment Date (if declared) shall be payable on such Series A Distribution Payment Date to the record holder of such unit on such Series A Distribution Record Date even if such Series A Preferred Units have been converted after such Series A Distribution Record Date and prior to such Series A Distribution Payment Date. Except as described in this Section 16.5(e), no payment or adjustment shall be made upon conversion of Series A Preferred Units for accumulated and unpaid distributions or distributions with respect to Common Units issued upon such conversion thereon.

Mandatory Conversion. If at any time after the eighteen (18a) month anniversary Subject to satisfaction of the Issuance Date (the “Mandatory Conversion Eligibility Date”conditions set forth in this Section 14.04(c), (i) the daily VWAP of the Common Stock is equal to on any Business Day on or greater than $0.953 per share (as adjusted for stock splitsafter March 6, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”)2017, (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right right, at its option, to require the Holder to convert all, cause all (but not less than all) outstanding Notes to be automatically converted into shares of Common Stock (or, if the Company has received Stockholder Approval, into shares of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture Common Stock, cash or a combination thereof, in accordance with Section 3 hereof 14.02 at the Conversion Rate on the Mandatory Conversion Date (a “Mandatory Conversion”). The Company may exercise its right to require conversion under cause a Mandatory Conversion pursuant to this Section 8 by delivering (provided that all 14.12 only if the Last Reported Sale Price of the conditions Common Stock has been at least 130% of the Conversion Price for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company delivers a Mandatory Conversion Notice as set forth in clauses (i) through (iii) above are then satisfiedSection 14.12(b), during any 30 consecutive Trading Day period, ending on, and including, the Trading Day immediately preceding the date on which the Company delivers such Mandatory Conversion Notice. (b) To exercise the mandatory conversion right described in Section 14.12(a), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first (1st) Trading Business Day immediately following any date on which the end condition described in the second sentence of Section 14.12(a) is met, announcing such Mandatory Conversion. In addition, concurrently with issuing such press release, the Company shall give written notice by mail to the Paying Agent and the Trustee, and written notice by mail (in the case of Physical Notes) or through the Depositary (in the case of Global Notes) to all Holders, of the Mandatory Conversion Measuring Period, a written notice thereof (which may be by e-mail if acceptable Company’s election to mandatorily convert the Trustees) to the Trustees in the form attached hereto as Exhibit F Notes (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected for date on which the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date is effective (the “Mandatory Conversion Date”) shall be a date selected by the Company and shall be not less than 50 nor more than 70 Business Days immediately following the date on which the Company delivers the relevant Mandatory Conversion Notice as described in this Section 14.12(b). The Company’s election to mandatorily convert the Notes shall be irrevocable. (c) In addition to any information required by applicable law or regulation, (2the press release described in Section 14.12(b) state the number of shares of Common Stock to be issued to the Holders on and the Mandatory Conversion Date Notice shall state, as appropriate: (subject i) the Mandatory Conversion Date; (ii) if such press release is issued following the Company’s receipt of Stockholder Approval, whether the Company will settle Mandatory Conversion of the Notes by Physical Settlement, Cash Settlement or Combination Settlement; and (iii) if such press release is issued following the Company’s receipt of Stockholder Approval and the Company has elected to any adjustments thereto pursuant settle Mandatory Conversion of the Notes by Combination Settlement, the Specified Dollar Amount for such Combination Settlement. (d) If the Company elects to Section 7 mandatorily convert the Notes prior to receiving Stockholder Approval (or otherwise that may occur if the Company elects to mandatorily convert the Notes after receiving Stockholder Approval and the Company elects to settle such Mandatory Conversion by Physical Settlement), all Notes not previously converted prior to the Mandatory Conversion DateDate shall be converted into shares of Common Stock (and cash in lieu of any fractional share of Common Stock in accordance with Section 14.02(a) or Section 14.02(b)(vii), (3as the case may be) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after on the Mandatory Conversion Notice Date Date, and the Company shall reduce deliver shares of Common Stock (and pay cash in lieu of any fractional share of Common Stock in accordance with Section 14.02(a) or Section 14.02(b)(vii), as the principal amount case may be) in accordance with Section 14.02(a) or Section 14.02(b)(v)(A), as the case may be, as if Holders of Series 1 Debentures required to be such Notes had converted their Notes on the Mandatory Conversion Date. If the Company has elected a elects to mandatorily convert the Notes after receiving Stockholder Approval and the Company elects to settle such Mandatory ConversionConversion by Cash Settlement or Combination Settlement, the mechanics of conversion set forth in Section 3 shall apply, all Notes not previously converted prior to the extent applicable, as if the Company had received from the Holder Mandatory Conversion Date shall be converted into cash or a combination of cash and shares of Common Stock (and cash in lieu of any fractional share in accordance with Section 14.02(b)(vii)) on the Mandatory Conversion Date Date, and the Company shall pay or deliver, as the case may be, cash (in accordance with Section 14.02(b)(v)(B)) or a Series 1 Debenture certificate combination of cash and a duly executed and complete Conversion Notice with respect to all shares of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than (in accordance with Section 14.02(b)(v)(C)) (and cash in lieu of any fractional share in accordance with Section 14.02(b)(vii)), as the Trigger Price on any day case may be, as if Holders of such Notes had converted their Notes during the period commencing beginning on, and including, the date on which the Company delivers the relevant Mandatory Conversion Notice Date as described in Section 14.12(b) and ending on, but excluding, such Mandatory Conversion Date. The Company shall not have the right to elect to mandatorily convert the Notes on or after the Trading 50th Business Day immediately preceding the Mandatory Conversion Maturity Date; . (IIe) Unless the aggregate dollar trading volume (as reported on Bloomberg) context otherwise requires, any reference to conversion of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on Note in this Indenture of any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees Note shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects deemed to cause a include any Mandatory Conversion of this Series 1 Debenture such Note pursuant to this Section 814.12(b). Unless the context otherwise requires, then it must simultaneously take the same action with respect to all any express mention of Mandatory Conversion of the Series 1 Debentures then outstandingNotes in any provision hereof relating to conversion of the Notes shall not be construed as excluding Mandatory Conversion in those provisions hereof where such express mention is not made. (f) Any Mandatory Conversion of Notes pursuant to this Section 14.12(b) shall be subject to the provisions of Section 14.12(b).

Mandatory Conversion. If (a) Subject to the requirements of Section 6.09(b) and Section 6.09(c) of this Supplemental Indenture, at any time after following the eighteen (18) month anniversary issuance of the Issuance Date (the “Mandatory Conversion Eligibility Date”)Notes, (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right right, at its option, may, to require cause the Holder Notes, in whole or in part, to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof be automatically converted into Common Stock (a “Mandatory Conversion”). Upon a Mandatory Conversion, a Holder shall be entitled to receive (i) a number of shares of Common Stock based on the applicable Conversion Rate, and (ii) the Coupon Make-Whole. The “Mandatory Conversion Date” shall be the tenth Business Day following the date of the Mandatory Conversion Press Release (as defined in Section 6.09(c)), excluding the date such Mandatory Conversion Press Release is issued; provided, however, that if the Company is required to adjust the Conversion Rate in accordance with the requirements of Section 6.03 of this Supplemental Indenture and the Mandatory Conversion Date would occur during the time period in which the average Daily VWAP of the Common Stock is being calculated for purposes of such an adjustment, then the Mandatory Conversion Date shall be the next Business Day following the effectiveness of such adjustment. (b) The Company may exercise its right a Mandatory Conversion pursuant to require conversion under Section 6.09(a) of this Section 8 by delivering (provided that all Supplemental Indenture only if the Daily VWAP of the conditions set forth Common Stock exceeds 130% of the applicable Conversion Price for at least ten Trading Days in clauses (i) through (iii) above are then satisfied)a period of fifteen consecutive Trading Days, including the last Scheduled Trading Day of such fifteen-day period, ending on the first (1st) Scheduled Trading Day immediately following prior to the end Company’s issuance of the Mandatory Conversion Measuring PeriodPress Release pursuant to Section 6.09(c). (c) In order to exercise a Mandatory Conversion, the Company must issue a written notice thereof (which may be by e-mail if acceptable to the Trustees) to the Trustees in the form attached hereto as Exhibit F press release for publication through Dow ▇▇▇▇▇ & Company, Inc., Bloomberg Business News, BusinessWire, or PR Newswire or a substantially equivalent financial news organization (the “Mandatory Conversion Notice” and Press Release”) no later than the third Business Day following any date on which the conditions described in Section 6.09(b) are satisfied, announcing such a Mandatory Conversion. The Company will also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders (not more than four Business Days after the date of such Mandatory Conversion Press Release) of the Trustees receive Mandatory Conversion announcing the Company’s intention to convert the Notes at their addresses shown in the Security Register maintained by the Security Registrar (such notice is referred to as notice, the “Notice of Mandatory Conversion Notice DateConversion”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected for In addition to any information required by applicable law or regulation, the Mandatory Conversion in accordance with this Section 8, which Trading Day Press Release and the Notice of Mandatory Conversion shall be at least thirty each state (30i) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date Date; (the “Mandatory Conversion Date”), (2ii) state the number of shares of Common Stock to be issued upon conversion per $1,000 principal amount of Notes; (iii) the aggregate amount of Notes to be converted in such Mandatory Conversion; (iv) the amount of the Coupon Make-Whole payable to Holders per $1,000 principal amount of Notes; (v) the dates of the five day trading-period that will be used for purposes of calculating the number of shares of Common Stock to be delivered in connection with the Coupon Make-Whole pursuant to Section 6.09 of this Supplemental Indenture; and (vi) that interest on the Notes to be converted shall cease to accrue on the Mandatory Conversion Date (subject Date. Notwithstanding the number of shares of Common Stock to any adjustments thereto pursuant to Section 7 be issued upon conversion as specified in such Mandatory Conversion Press Release and Notice of Mandatory Conversion, if following the publication or otherwise that may occur distribution of such Mandatory Conversion Press Release or Notice of Mandatory Conversion, but prior to the Mandatory Conversion Date), (3) contain a certification from an adjustment to the Chief Executive Officer or a director applicable Conversion Rate pursuant to Section 6.03 of this Supplemental Indenture is applicable, the Company that there is then no Equity Conditions Failure shall issue an additional Mandatory Conversion Press Release reflecting the number of shares of Common Stock to be issued upon conversion per $1,000 principal amount of Notes, taking into account such adjustment. (d) On and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date Date, interest shall reduce cease to accrue on the principal amount Notes subject to a Mandatory Conversion and all rights of Series 1 Debentures required Holders of such Notes shall terminate, except for the right to be converted on receive the shares of Common Stock issuable upon conversion of such Notes, the right to receive the Coupon Make-Whole and the right to receive any accrued and unpaid interest accruing prior to the Mandatory Conversion Date. The interest payment with respect to the Notes called for a Mandatory Conversion on a date during the period between the close of business on any Regular Record Date for the payment of interest and the close of business on the corresponding Interest Payment Date will be payable on such Interest Payment Date to the Holder of record of the Notes so called on such Regular Record Date if the Notes have been converted after such Regular Record Date and prior to such Interest Payment Date. (e) If less than all of the Company has elected Notes are to be subject to a Mandatory Conversion, the mechanics particular Notes to be converted shall be selected by the Trustee from the Outstanding Notes not previously called for conversion, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for conversion of portions of the principal amount of Notes, provided, however, that no such partial conversion set forth in Section 3 shall apply, reduce the portion of the principal amount of a Note not redeemed to less than the extent applicable, as if minimum denomination of $2,000. The Trustee shall promptly notify the Company had received from and the Holder on Security Registrar (if other than the Trustee) in writing of the Notes selected for conversion and, in the case of any Notes selected for partial conversion, the principal amount thereof to be redeemed. (f) In the event a Mandatory Conversion Date occurs between a Series 1 Debenture certificate Regular Record Date and a duly executed the related Interest Payment Date, the Company shall pay any accrued an unpaid interest to the Holder of record on such Regular Record Date, and complete Conversion Notice with respect to all such Interest Payment Date shall be excluded from the calculation of the thenCoupon Make-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained Whole, as specified in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion 1.01 of this Series 1 Debenture pursuant to this Section 8, then it must simultaneously take the same action with respect to all of the Series 1 Debentures then outstandingSupplemental Indenture.

Mandatory Conversion. If at (A) At any time on or after the eighteen second (182nd) month anniversary of the Issuance Date (the “Mandatory Conversion Eligibility Original Issue Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right right, at its option, to require give notice of its election to cause all outstanding shares of Series A Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Series A Preferred Stock equal to the Holder Conversion Rate in effect on the Mandatory Conversion Date, with cash in lieu of any fractional share pursuant to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion”)13. The Company may exercise its right to require cause a mandatory conversion under pursuant to this Section 8 by delivering (provided that all 6 only if the Closing Sale Price of the conditions set forth Common Stock equals or exceeds 125% of the Conversion Price for at least 45 Trading Days (whether or not consecutive) in clauses a period of 60 consecutive Trading Days, including the last Trading Day of such 60-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 6(B). (iB) through (iii) above are then satisfiedTo exercise the mandatory conversion right described in Section 6(A), the Company shall publish such information on the Company’s website or through such other public medium as the Company may use at that time, prior to the open of business on the first (1st) Trading Day immediately following any date on which the end Company makes a conversion election pursuant to Section 6(A), announcing such a mandatory conversion. The Company shall also give notice by mail to the Holders of the Mandatory Conversion Measuring Period, a written notice thereof Series A Preferred Stock (which may be by e-mail if acceptable to the Trustees) to the Trustees in the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and not later than three Business Days after the date of the Trustees receive such notice is referred press release) of the mandatory conversion announcing the Company’s intention to as convert the “Mandatory Conversion Notice Date”)Series A Preferred Stock. The Mandatory Conversion Notice shall conversion date will be irrevocable. The Mandatory Conversion Notice shall (1) state a date selected by the Trading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date Company (the “Mandatory Conversion Date”) and will be no later than 30 calendar days after the date on which the Company issues the press release described in this Section 6(B). (C) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 6(B) shall state, as appropriate: (2i) state the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued to the Holders upon conversion of each share of Series A Preferred Stock; and (iii) that dividends on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required A Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on . (D) On and after the Mandatory Conversion Date Date, dividends shall cease to accrue on the Series A Preferred Stock called for a mandatory conversion pursuant to this Section 6 and all rights of Holders of such Series 1 Debenture certificate A Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 13 and a duly executed partial payment of any accrued and complete Conversion Notice unpaid dividend. The full amount of any dividend payment with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in A Preferred Stock called for a mandatory conversion pursuant to this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price 6 on any day a date during the period commencing beginning at the close of business on the Mandatory Conversion Notice any Dividend Record Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) close of the Common Stock business on the Principal Market plus corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the NYSE MKT record holder of such share at the close of business on any Trading Day during the period commencing on the Mandatory Conversion Notice such Dividend Record Date if such share has been converted after such Dividend Record Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (prior to such Dividend Payment Date. Except as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance provided above with Section 22), then, in either case, the Mandatory Conversion Notice delivered respect to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture mandatory conversion pursuant to this Section 86, then it must simultaneously take the same action no payment or adjustment shall be made upon conversion of Series A Preferred Stock for accumulated dividends or dividends with respect to the Common Stock issued upon such conversion thereof. (E) The Company may not authorize, issue a press release or give notice of any mandatory conversion pursuant to this Section 6 unless, prior to giving the conversion notice, all of accumulated dividends on the Series 1 Debentures then outstandingA Preferred Stock (whether or not declared) for periods ended prior to the date of such conversion notice shall have been paid.

Mandatory Conversion. If at any time (a) During the period on or after the eighteen (18) month 3-year anniversary of the Issuance Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right right, at its option, to require give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Holder Conversion Rate in effect on the Mandatory Conversion Date (subject to convert allthe limitations set forth in Section 11), but not less than all, with cash in lieu of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with any fractional share pursuant to Section 3 hereof (a “Mandatory Conversion”)10. The Company may exercise its right to require cause a mandatory conversion under pursuant to this Section 8 by delivering (provided that all 9(a) only if the Weighted Average Price of the conditions Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in clauses Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (isuch percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through (iii) above are then satisfied9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first (1st) Trading Day immediately following any date on which the end condition described in any of the Mandatory Conversion Measuring PeriodSections 9(a) through 9(c) is met, announcing such a written mandatory conversion. The Company shall also give notice thereof by mail or by publication (which may be with subsequent prompt notice by e-mail if acceptable to the Trusteesmail) to the Trustees in Holders of the form attached hereto as Exhibit F Preferred Stock (the “Mandatory Conversion Notice” and not later than three Business Days after the date of the Trustees receive such notice is referred press release) of the mandatory conversion announcing the Company’s intention to as convert the “Mandatory Conversion Notice Date”)Preferred Stock. The Mandatory Conversion Notice shall conversion date will be irrevocable. The Mandatory Conversion Notice shall (1) state a date selected by the Trading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the third Business Day immediately following the relevant Mandatory Conversion Date. (2e) state In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued to the Holders upon conversion of each share of Preferred Stock; and (iii) that dividends on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on . (f) On and after the Mandatory Conversion Date Date, dividends shall cease to accrue on the Preferred Stock called for a Series 1 Debenture certificate mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a duly executed and complete Conversion Notice cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Preferred Stock called for a mandatory conversion pursuant to Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price 9 on any day a date during the period commencing beginning at the close of business on the Mandatory Conversion Notice any Dividend Record Date and ending on the Trading Day close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock on issued upon such conversion thereof. (g) Notwithstanding anything to the Principal Market plus contrary in this Section 9, prior to the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); b) or (IIIc) an Equity Conditions Failure occurs on any day during in the period commencing on aggregate into more than the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture pursuant to this Section 8, then it must simultaneously take the same action with respect to all of the Series 1 Debentures then outstandingCap.

Mandatory Conversion. (a) If at the 180-Day Average Price and the related Two-Week Average Price for any time after 180-Day Reference Period (which Reference Period shall have ended no earlier than the eighteen (18) month first anniversary of the Issuance Date (original issuance of the “Mandatory Conversion Eligibility Date”Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series B Preferred Stock for Common Stock pursuant to this Section A unless (i) the daily VWAP Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period date of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”)such exchange, (ii) the aggregate dollar average daily trading volume (as reported on Bloomberg) of in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the Principal Market plus last day of the NYSE MKT relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per 180-day (as adjusted for stock splitsperiod ending on the date of the Investment Agreement, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure the Corporation shall have occurred obtained the Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be continuingdeemed effective or available for use), then and (v) the Company Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series A Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall have be sent to the holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to require effect such exchange. From and after the Holder Exchange Date, all dividends on shares of Series B Preferred Stock shall cease to convert all, but not less than all, of this Series 1 Debenture for accumulate and all rights of the then outstanding principal amounts under this holders thereof as holders of Series 1 Debenture B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with Section 3 hereof (a “Mandatory Conversion”)the terms hereof. The Company may exercise its right Prior to require conversion under this Section 8 by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied)Exchange Date, on the first (1st) Trading Day immediately following the end of the Mandatory Conversion Measuring Period, each holder shall provide a written notice thereof (which may be by e-mail if acceptable to the Trustees) to Corporation specifying the Trustees name or names in which such holder wishes the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected certificate or certificates for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (2) state the number of shares of Common Stock to be issued issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the Holders issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise income) that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer be payable in respect of any issue or a director delivery of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director shares of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion exchange of this Series 1 Debenture B Preferred Stock pursuant to this Section 8A. On or after the Exchange Date, then it must simultaneously take each holder of shares of Series B Preferred Stock shall surrender the same action with respect certificate evidencing shares of Series B Preferred Stock to all the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series 1 Debentures B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. If at any time (a) During the period on or after the eighteen (18) month 3-year anniversary of the Issuance Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) Corporation shall have the right, at its option, to give notice of the its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Measuring Period exceeds $5,500,000 per day Date (as adjusted for stock splitssubject to the applicable limitations set forth in Section 12), combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right with cash in lieu of any fractional share pursuant to require the Holder to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion”)10. The Company Corporation may exercise its right to require cause a mandatory conversion under pursuant to this Section 8 by delivering (provided that all 9(a) only if the Weighted Average Price of the conditions Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the applicable limitations set forth in clauses Section 12), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (isuch percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the applicable limitations set forth in Section 12), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through (iii) above are then satisfied9(c), the Corporation must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Corporation) prior to the open of business on the first (1st) Trading Day immediately following any date on which the end condition described in any of the Mandatory Conversion Measuring PeriodSections 9(a) through 9(c) is met, announcing such a written mandatory conversion. The Corporation shall also give notice thereof by mail or by publication (which may be with subsequent prompt notice by e-mail if acceptable to the Trusteesmail) to the Trustees in Holders of the form attached hereto as Exhibit F Preferred Stock (the “Mandatory Conversion Notice” and not later than 3 Business Days after the date of the Trustees receive such notice is referred press release) of the mandatory conversion announcing the Corporation’s intention to as convert the “Mandatory Conversion Notice Date”)Preferred Stock. The Mandatory Conversion Notice conversion date shall be irrevocable. The Mandatory Conversion Notice shall (1) state a date selected by the Trading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date Corporation (the “Mandatory Conversion Date”) and shall be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Corporation issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Corporation shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (2e) state In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued to the Holders upon conversion of each share of Preferred Stock; and (iii) that dividends on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on . (f) On and after the Mandatory Conversion Date Date, dividends shall cease to accrue on the Preferred Stock called for a Series 1 Debenture certificate mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a duly executed and complete Conversion Notice cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Preferred Stock called for a mandatory conversion pursuant to Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price 9 on any day a date during the period commencing beginning at the close of business on the Mandatory Conversion Notice any Dividend Record Date and ending on the Trading Day close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock on issued upon such conversion thereof. (g) Notwithstanding anything to the Principal Market plus contrary in this Section 9, prior to the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splitsreceipt of Shareholder Approval, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has shares of Preferred Stock shall not been waived in writing in accordance with Section 22be convertible pursuant to Sections 9(a), then, 9(b) or 9(c) in either case, the Mandatory aggregate into more than the Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture pursuant to this Section 8, then it must simultaneously take the same action with respect to all of the Series 1 Debentures then outstandingCap.

Mandatory Conversion. (a) If at the 180-Day Average Price and the related Two-Week Average Price for any time after 180-Day Reference Period (which Reference Period shall have ended no earlier than the eighteen (18) month first anniversary of the Issuance Date (original issuance of the “Mandatory Conversion Eligibility Date”Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series B Preferred Stock for Common Stock pursuant to this Section A unless (i) the daily VWAP Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period date of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”)such exchange, (ii) the aggregate dollar average daily trading volume (as reported on Bloomberg) of in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the Principal Market plus last day of the NYSE MKT relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per 180-day (as adjusted for stock splitsperiod ending on the date of the Investment Agreement, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure the Corporation shall have occurred obtained the Series B Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be continuingdeemed effective or available for use), then and (v) the Company Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series A Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall have be sent to the holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to require effect such exchange. From and after the Holder Exchange Date, all dividends on the shares of Series B Preferred Stock that are exchanged shall cease to convert all, but not less than all, of this Series 1 Debenture for accumulate and all rights of the then outstanding principal amounts under this holders thereof as holders of Series 1 Debenture B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with Section 3 hereof (a “Mandatory Conversion”)the terms hereof. The Company may exercise its right Prior to require conversion under this Section 8 by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied)Exchange Date, on the first (1st) Trading Day immediately following the end of the Mandatory Conversion Measuring Period, each holder shall provide a written notice thereof (which may be by e-mail if acceptable to the Trustees) to Corporation specifying the Trustees name or names in which such holder wishes the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected certificate or certificates for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (2) state the number of shares of Common Stock to be issued issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the Holders issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise income) that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer be payable in respect of any issue or a director delivery of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director shares of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion exchange of this Series 1 Debenture B Preferred Stock pursuant to this Section 8A. On or after the Exchange Date, then it must simultaneously take each holder of shares of Series B Preferred Stock that are to be exchanged shall surrender the same action with respect certificate evidencing such shares of Series B Preferred Stock to all the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series 1 Debentures B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. (a) If at the 180-Day Average Price and the related Two-Week Average Price for any time after 180-Day Reference Period (which Reference Period shall have ended no earlier than the eighteen (18) month first anniversary of the Issuance Date (original issuance of the “Mandatory Conversion Eligibility Date”Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (b) If the 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock had been converted by the holders thereof pursuant to Article IX hereof on the date of such exchange. (c) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to exchange the Series A Preferred Stock for Common Stock pursuant to this Section A unless (i) the daily VWAP Common Stock shall have been validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period date of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”)such exchange, (ii) the aggregate dollar average daily trading volume (as reported on Bloomberg) of in the Common Stock during the relevant Reference Period and during the two-week calendar period ending on the Principal Market plus last day of the NYSE MKT relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per 180-day (as adjusted for stock splitsperiod ending on the date of the Investment Agreement, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure the Corporation shall have occurred obtained the Series A Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be continuingdeemed effective or available for use), then and (v) the Company Corporation simultaneously exchanges any issued and outstanding Series B Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the Certificate of Designations for the Series B Preferred Stock. The Corporation may not effect any such exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall have be sent to the holders of record of the shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to require effect such exchange. From and after the Holder Exchange Date, all dividends on the shares of Series A Preferred Stock that are exchanged shall cease to convert all, but not less than all, of this Series 1 Debenture for accumulate and all rights of the then outstanding principal amounts under this holders thereof as holders of Series 1 Debenture A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with Section 3 hereof (a “Mandatory Conversion”)the terms hereof. The Company may exercise its right Prior to require conversion under this Section 8 by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied)Exchange Date, on the first (1st) Trading Day immediately following the end of the Mandatory Conversion Measuring Period, each holder shall provide a written notice thereof (which may be by e-mail if acceptable to the Trustees) to Corporation specifying the Trustees name or names in which such holder wishes the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected certificate or certificates for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (2) state the number of shares of Common Stock to be issued issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the Holders issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise income) that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer be payable in respect of any issue or a director delivery of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director shares of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion exchange of this Series 1 Debenture A Preferred Stock pursuant to this Section 8A. On or after the Exchange Date, then it must simultaneously take each holder of shares of Series A Preferred Stock that are to be exchanged shall surrender the same action with respect certificate evidencing such shares of Series A Preferred Stock to all the Corporation at the place designated in the Notice of Exchange. As promptly as practical, and in any event within three Business Days after the Exchange Date, the Corporation shall deliver or cause to be delivered as directed by the holder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series 1 Debentures A Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Exchange Date and ending 90 days after the Exchange Date.

Mandatory Conversion. If at any time (a) During the period on or after the eighteen (18) month 3-year anniversary of the Issuance Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right right, at its option, to require give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Holder Conversion Rate in effect on the Mandatory Conversion Date (subject to convert allthe limitations set forth in Section 11), but not less than all, with cash in lieu of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with any fractional share pursuant to Section 3 hereof (a “Mandatory Conversion”)10. The Company may exercise its right to require cause a mandatory conversion under pursuant to this Section 8 by delivering (provided that all 9(a) only if the Weighted Average Price of the conditions Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in clauses Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (isuch percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through (iii) above are then satisfied9(c), the Company must issue a press release for publication on the Dow ▇▇▇▇▇ News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first (1st) Trading Day immediately following any date on which the end condition described in any of the Mandatory Conversion Measuring PeriodSections 9(a) through 9(c) is met, announcing such a written mandatory conversion. The Company shall also give notice thereof by mail or by publication (which may be with subsequent prompt notice by e-mail if acceptable to the Trusteesmail) to the Trustees in Holders of the form attached hereto as Exhibit F Preferred Stock (the “Mandatory Conversion Notice” and not later than 3 Business Days after the date of the Trustees receive such notice is referred press release) of the mandatory conversion announcing the Company’s intention to as convert the “Mandatory Conversion Notice Date”)Preferred Stock. The Mandatory Conversion Notice shall conversion date will be irrevocable. The Mandatory Conversion Notice shall (1) state a date selected by the Trading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date Company (the “Mandatory Conversion Date”) and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (2e) state In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued to the Holders upon conversion of each share of Preferred Stock; and (iii) that dividends on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on . (f) On and after the Mandatory Conversion Date Date, dividends shall cease to accrue on the Preferred Stock called for a Series 1 Debenture certificate mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a duly executed and complete Conversion Notice cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Preferred Stock called for a mandatory conversion pursuant to Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price 9 on any day a date during the period commencing beginning at the close of business on the Mandatory Conversion Notice any Dividend Record Date and ending on the Trading Day close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the Common Stock on issued upon such conversion thereof. (g) Notwithstanding anything to the Principal Market plus contrary in this Section 9, prior to the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); b) or (IIIc) an Equity Conditions Failure occurs on any day during in the period commencing on aggregate into more than the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture pursuant to this Section 8, then it must simultaneously take the same action with respect to all of the Series 1 Debentures then outstandingCap.

Mandatory Conversion. (a) If (x) at any time after the eighteen one (181) month year anniversary of the Issuance Date (Original Issue Date, the “Mandatory Conversion Eligibility Date”), (i) the daily VWAP Market Price of the Common Stock is equal to or greater than exceeds $0.953 23.00 per share (as adjusted for to reflect stock splits, stock combinations dividends, stock combinations, recapitalizations and like occurrences), then effective as of the like occurring from and after close of business on the Issuance Datelast trading day of the thirty (30) (the “Trigger Price”) for a day period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on in which the condition in this clause Market Price so exceeds $23.00 per share (i) is satisfied are referred as adjusted to herein as the “Mandatory Conversion Measuring Period”reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (iiy) the aggregate dollar trading volume (as reported on Bloomberg) Corporation enters into a binding agreement in respect of a Sale of the Company in which the per-share purchase price of the Common Stock on in connection with such Sale of the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds Company is less than $5,500,000 23.00 per day share (as adjusted for to reflect stock splits, combinations stock dividends, stock combinations, recapitalizations and other similar transactions occurring after the Subscription Datelike occurrences) and (iii) no Equity Conditions Failure shall have occurred and be continuingthe Majority Holders did not exercise their Holder Corporation Sale Optional Redemption right, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the Company shall have the right to require the Holder to convert all, but not less than all, of this Series 1 Debenture for all then effective Conversion Rate as of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 8 by delivering (provided that all close of business on the last day of such thirty day period or the day immediately preceding the consummation of such Sale of the conditions set forth in clauses (i) through (iii) above are then satisfied)Company, on as the first (1st) Trading Day immediately following the end of the Mandatory Conversion Measuring Period, a written notice thereof (which case may be by e-mail if acceptable to the Trustees) to the Trustees in the form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive either of such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 8date, which Trading Day shall be at least thirty (30) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”). The Corporation shall file a Certificate of Elimination with the Secretary of State of the State of Delaware terminating this Certificate of Designation as soon as practicable after the Mandatory Conversion Date. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 (a) (x), within five (25) state business days after the occurrence of the Market Price exceeding $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) in the case of Section 10 (a) (y), thirty (30) days prior to the consummation of such Sale of the Company. Such notice shall be sent by overnight courier or first class or registered mail, postage prepaid, to each record holder of applicable Series A Preferred Stock at such holder’s address last shown on the records of the transfer agent for Series A Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of the applicable shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to be issued to the Holders on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there which such holder is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series 1 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall reduce the principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the then-remaining amounts under this Series 1 Debenture. Notwithstanding anything contained in this Section 8 to the contrary, if (I) any daily VWAP of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to cause a Mandatory Conversion of this Series 1 Debenture entitled pursuant to this Section 810; provided, then it must simultaneously take that if any certificate representing the same action Series A Preferred Stock has been lost, stolen or destroyed, such holder will execute and deliver to the Corporation an affidavit of loss in connection with such lost, stolen or destroyed certificate(s), in a form reasonably acceptable to the Corporation. Upon such holder of Series A Preferred Stock becoming the record holder of the shares of Common Stock received upon conversion, all rights with respect to all Series A Preferred Stock so converted will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefore (or, if applicable, upon delivery to the Corporation of the affidavit of loss), to receive certificates for the number of shares of Common Stock into which such Series 1 Debentures then outstandingA Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon, if any. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the applicable Mandatory Conversion Date and the surrender of the certificate or certificates for the shares of Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 7(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, and the Corporation may (but shall not be obligated to) thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Common Stock by the number of shares of Series A Preferred Stock so converted. (d) Any Series A Preferred Stock converted pursuant to this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the authorized Preferred Stock accordingly.