SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
adjustments to the conversion price will be made with respect to any such adjustment carried forward and which has not been taken
into account before such date.
No adjustment to the conversion price will be made if holders may participate in the transaction that would otherwise give rise to
such adjustment as a result of holding the Series G Preferred Stock, without having to convert the Series G Preferred Stock, as if they
held the full number of shares of common stock into which a share of the Series G Preferred Stock may then be converted.
The applicable conversion price will not be adjusted:
(a) upon the issuance of any shares of common stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on the securities and the investment of additional optional amounts in common stock under any such
plan;
(b) upon the issuance of any shares of common stock or rights or warrants to purchase those shares pursuant to any present or
future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries;
(c) upon the issuance of any shares of common stock pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security outstanding as of the date the shares of Series G Preferred Stock were first issued;
(d) for a change in the par value or no par value of the common stock; or
(e) for accrued and unpaid dividends on the Series G Preferred Stock.
We will be required, as soon as practicable after the conversion price is adjusted, to provide or cause to be provided written notice
of the adjustment to the holders of shares of Series G Preferred Stock. We will also be required to deliver a statement setting forth in
reasonable detail the method by which the adjustment to the conversion price was determined and setting forth the revised conversion
price.
The “current market price” on any date is the average of the daily closing price per share of the common stock or other securities
on each of the five consecutive trading days preceding the earlier of the day before the date in question and the day before the “exdate”
with respect to the issuance or distribution requiring such computation. The term “ex-date,” when used with respect to any such
issuance or distribution, means the first date on which the common stock or other securities trade without the right to receive such
issuance or distribution.
Reorganization Events
If the Company enters into a transaction constituting a consolidation or merger of the Company or similar transaction or any sale
or other transfer of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole (in each case
pursuant to which its common stock will be converted into cash, securities or other property) or for certain reclassifications or
exchanges of its common stock, then each share of Series G Preferred Stock will convert, effective on the day on which such share
would automatically convert into common stock of the Company, into the securities, cash and other property receivable in the
transaction by the holder of the greater of (1) the number of shares of common stock into which such share of Series G Preferred Stock
would then be convertible, assuming receipt of any applicable regulatory approval and (2) the number of shares of common stock for
which the fair market value of the securities, cash or other property receivable in the transaction in respect of such shares equals
$100,000. The Company shall not enter into any agreement for a transaction described in this section unless such agreement provides
for or does not interfere with or prevent (as applicable) conversion of the Series G Preferred Stock in a manner that is consistent with
this section.
Voting Rights
Except as set forth below, holders of the Series G Preferred Stock will not have any voting rights.
S-18