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SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

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Table of Contents<br />

Certificate of Designations of the Company relating to the Series G Preferred Stock , it may not contain all of the information that is<br />

important to you and is qualified in its entirety by reference to the Certificate of Designations .<br />

Authorized Shares and Liquidation Preference<br />

The number of authorized shares of the Series G Preferred Stock is 70,000. Shares of the Series G Preferred Stock have no par<br />

value per share and the liquidation preference of the Series G Preferred Stock is $100,000 per share.<br />

Ranking<br />

The Series G Preferred Stock, with respect to dividend rights and rights on liquidation, winding-up and dissolution, ranks on a<br />

parity with our other authorized series of preferred stock and with each other class or series of preferred stock, established after the<br />

date of issuance of the Series G Preferred Stock, the terms of which do not expressly provide that such class or series will rank senior<br />

or junior to the Series G Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Company.<br />

Dividends<br />

Holders of Series G Preferred Stock are entitled to receive, when, as and if declared by the board of directors, non-cumulative<br />

cash dividends in the amount determined as set forth below.<br />

If our board of directors declares and pays a cash dividend in respect of any shares of common stock, then the board of directors<br />

is required to declare and pay to the holders of the Series G Preferred Stock a cash dividend in an amount per share of Series G<br />

Preferred Stock equal to the product of (i) the per share dividend declared and paid in respect of each share of common stock and<br />

(ii) the number of shares of common stock into which such share of Series G Preferred Stock is then convertible, assuming receipt of<br />

the Stockholder Approvals and any applicable regulatory approval.<br />

If the Series G Preferred Stock remains outstanding after September 30, 2008, it will begin to accrue the Special Dividends on a<br />

non-cumulative basis. Notwithstanding the foregoing sentence, dividends on the Series G Preferred Stock will always be paid at the<br />

higher of the Special Dividend rate and the dividend payable on an as-converted basis based on the last dividend declared on the<br />

common stock during the applicable dividend period.<br />

Dividends on the Series G Preferred Stock are non-cumulative. If the board of directors does not declare a dividend on the<br />

Series G Preferred Stock in respect of any dividend period, the holders of the Series G Preferred Stock will have no right to receive<br />

any dividend for that dividend period, and we will have no obligation to pay a dividend for that dividend period.<br />

Subject to limited exceptions, if full quarterly dividends payable on all outstanding shares of the Series G Preferred Stock for any<br />

dividend period have not been declared and paid, we will not be permitted to declare or pay dividends with respect to, or redeem,<br />

purchase or acquire, any of its junior securities during the next succeeding dividend period.<br />

Repurchase of Junior Securities<br />

For as long as the Series G Preferred Stock is outstanding, we are prohibited from redeeming, repurchasing or acquiring any<br />

shares of our common stock or other junior securities, subject to limited exceptions.<br />

Liquidation<br />

In the event the Company voluntarily or involuntarily liquidates, dissolves or winds up, the holders of the Series G Preferred<br />

Stock will be entitled, for each share of the Series G Preferred Stock held, to the greater of (1) $100,000 and (2) an amount equal to<br />

the liquidation amount payable on an as-converted basis on the<br />

S-13

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