SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
number of shares of common stock into which such shares of Series G Preferred Stock could have been converted on a date at least ten
business days before the first liquidating distribution is made on the Series G Preferred Stock, plus any declared but unpaid dividends.
In the event the assets of the Company available for distribution to stockholders upon any liquidation, dissolution or winding-up
of the affairs of the Company, whether voluntary or involuntary, are insufficient to pay in full the amounts payable with respect to all
outstanding shares of the Series G Preferred Stock and the corresponding amounts payable on any parity securities, holders of
Series G Preferred Stock and the holders of parity securities will share ratably in any distribution of assets of the Company in
proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.
Preemption
When we issue securities in the future, holders of our Series G Preferred Stock have no preemptive rights. This means the holders
of Series G Preferred Stock have no right, as holders of Series G Preferred Stock, to buy any portion of those securities.
Redemption
The Series G Preferred Stock is not redeemable by the holders, but may be redeemed by the Company beginning on April 29,
2013 at a redemption price per share equal to the greater of (i) 125% of the liquidation preference and (ii) the average of the closing
prices of the common stock for the ten trading days ending on the sixth trading day prior to the date of redemption multiplied by the
number of shares of common stock into which one share of Series G Preferred Stock would be convertible on such date if such shares
of Series G Preferred Stock were converted on that date following receipt of the Stockholder Approvals relating to the Series G
Preferred Stock, together with (x) an amount equal to any dividends that have been declared but not paid prior to the redemption date
and (y) an amount equal to any dividends for periods after such issuance for which dividends were not declared and paid prior to the
redemption date.
Mandatory Conversion
The Series G Preferred Stock is mandatorily convertible on the fifth business day following the date on which (A) the
Stockholder Approvals relating to the Series G Preferred Stock have been received and (B) with respect to a holder who is required to
obtain any applicable regulatory approval, such holder has received such approval. The number of shares of common stock into which
a share of Series G Preferred Stock will be convertible will be determined by dividing the liquidation preference by the then applicable
conversion price. No fractional shares of common stock will be issued. Upon conversion, cash will be paid in lieu of fractional shares
based on the closing price of the common stock determined as of the second trading day immediately preceding the date of the
mandatory conversion.
The initial conversion price of the Series G Preferred Stock is $5.00 per share. The conversion price of the Series G Preferred
Stock will be reduced by $0.50 on the last day of each six-month period following the date of issuance of the Series G Preferred Stock
if the Stockholder Approvals relating to the Series G Preferred Stock have not been obtained by such date, up to a maximum reduction
of $2.00.
Anti-Dilution Adjustments
The conversion price of the Series G Preferred Stock will be adjusted in the following circumstances:
(1) Stock Dividend Distributions. If we pay dividends or other distributions on the common stock in shares of common stock,
then the conversion price in effect immediately prior to the ex-date for such dividend or distribution will be multiplied by the
following fraction:
OS 0
OS
S-14