SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

Table of Contents
to authorize, or increase the authorized amount of, any shares of any class or series of capital stock ranking senior to the Series G
Preferred Stock with respect to the payment of dividends or the distribution of assets on our liquidation.
For purposes of the foregoing, “excluded class” refers to any class or series of Company preferred stock with a liquidation
preference that is less than $100,000 per share, unless our Certificate of Incorporation requires such class or series of preferred stock
to vote in proportion to their respective liquidation preferences when voting together with the Series G Preferred Stock as a single
class. We have no obligation to propose an amendment to our Certificate of Incorporation to require classes or series of preferred
stock to vote in proportion to their respective liquidation preferences when voting together as a single class, and the holders of the
Series G Preferred Stock would not be entitled to vote on such an amendment if we do propose it.
So long as any shares of Series G Preferred Stock are outstanding, the vote or consent of the holders of a majority of the
outstanding shares of Series G Preferred Stock, voting as a single class with all other classes and series of Parity Stock, will be
necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:
• any amendment, alteration or repeal of any provision of the Certificate of Incorporation
(including the Certificate of Designations relating to the Series G Preferred Stock) or the
Company’s by-laws that would alter or change the voting powers, preferences or special rights
of the Series G Preferred Stock so as to affect them adversely; and
• the consummation of a binding share exchange or reclassification involving the Series G
Preferred Stock or a merger or consolidation of the Company with another entity, except that
holders will have no right to vote under this provision or under any provision of Delaware law if
the agreement for such transaction provides for or does not interfere with or prevent (as
applicable) conversion of the Series G Preferred Stock into the securities, cash or other property
described above under “— Fundamental Change.”
Notwithstanding the foregoing, any increase in the amount of the Company’s authorized preferred stock or any securities
convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of any series of
preferred stock, other than the Series G Preferred Stock or the Company’s Series F Preferred Stock, or any securities convertible into
preferred stock ranking equally with and/or junior to the Series G Preferred Stock with respect to the payment of dividends (whether
such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or
winding up will not, in and of itself, be deemed to adversely affect the voting powers, preferences or special rights of the Series G
Preferred Stock and, notwithstanding any provision of Delaware law, holders of Series G Preferred Stock will have no right to vote
solely by reason of such an increase, creation or issuance.
If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would adversely
affect one or more but not all series of preferred stock with like voting rights (including the Series G Preferred Stock for this purpose),
then only the series affected and entitled to vote will vote as a class in lieu of all such series of preferred stock.
Form of Series G Preferred Stock
The Series G Preferred Stock may only be transferred in physical certificate form. National City Bank acts as transfer agent for
registering shares of Series G Preferred Stock in the names of holders and transferring Series G Preferred Stock.
Description of Certain Other Securities
Other Preferred Stock
Shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized, within the
limitations and restrictions stated in Article Fourth of our Certificate of Incorporation, to fix by resolution the designation of each
series of preferred stock and the powers, preferences and relative,
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