SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
based on the higher of (A) the fair market value of the Warrants exchanged and (B) a computation of the option value of the Warrants
using a Black-Scholes methodology divided by (2) the lower of (A) $100,000 or (B) the fair market value of a share of the Series G
Preferred Stock. The Warrant issued to Corsair contains a limitation on the maximum number of shares of Series G Preferred Stock
such that upon exchange, assuming the conversion of such shares of Series G Preferred Stock into shares of Common Stock, Corsair
would not have beneficial ownership of 10% or more of the outstanding shares of a class of voting securities of the Company.
Transfer Restrictions
The Warrants are subject to transfer restrictions as set forth in the applicable investment agreement, a form of which was filed
with the SEC as an exhibit to Form 8-K on April 23, 2008 and subsequently amended by the First Amendment to the Investment
Agreement, which was filed with the SEC as an exhibit to Form 8-K on May 8, 2008 (the “Investment Agreement”). Additionally, in
the case of the Warrant issued to Corsair, prior to receipt of the Stockholder Approvals relating to the Warrants and any applicable
regulatory approval, Corsair may transfer its Warrant only to us, in a widely distributed public offering, to a person acquiring at least a
majority of our voting securities or to persons that Corsair reasonably believes would not own more than 2% of our common stock or
any class of our voting securities after such transfer.
Registration of the Warrants
The Warrants have not been registered and bear a legend specifying that such securities may not be transferred, sold or otherwise
disposed of unless a registration statement relating to such securities is in effect under applicable federal and state securities laws or
pursuant to an available exemption from registration. Under the Investment Agreement and certain purchase agreements entered into
with certain other investors who received Warrants in the equity investment transactions described above, we have agreed to file a
registration statement covering such securities with the SEC no later than six months after the closing date of the issuance of such
securities.
S-23