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Except to the extent that the Issuer has elected to exercise its optional
redemption right or its special optional redemption right by providing notice of redemption prior to the Change of Control Conversion
Date, upon the occurrence of a Change of Control, the holders of the Series F Preferred Stock will have the right to convert some
or all of their Series F Preferred Stock (the “Change of Control Conversion Right”) into a number of the Issuer’s
shares of common stock, $0.01 par value per share, per share of their Series F Preferred Stock equal to the lesser of:
· the
quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends
(whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date
is after a record date for a Series F Preferred Stock dividend payment and prior to the corresponding Series F Preferred Share
dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the
Common Stock Price; and
· 5.8275
(the Share Cap), subject to certain adjustments and provisions for the receipt of alternative consideration as described in the preliminary
prospectus supplement.
If the Issuer has provided or provides a redemption notice with respect
to some or all of the Series F Preferred Stock, holders of any Series F Preferred Stock that the Issuer has called for redemption
will not be permitted to exercise their Change of Control Conversion Right in respect of any of their shares of Series F Preferred
Stock that have been called for redemption, and any Series F Preferred Stock subsequently called for redemption that has been tendered
for conversion will be redeemed on the applicable date of redemption instead of converted on the Change of Control Conversion Date.
A “Change of Control” will be deemed to have occurred at
such time after the original issuance of the Series F Preferred Stock when the following have occurred and are continuing:
· the
acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the
Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series
of purchases, mergers or other acquisition transactions of shares of the Issuer entitling that person to exercise more than 50% of the
total voting power of all shares of the Issuer entitled to vote generally in elections of directors (except that such person will be
deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable
or is exercisable only upon the occurrence of a subsequent condition); and
· following
the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class
of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or Nasdaq, or listed or quoted on an
exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq.
The “Common Stock Price” will be: (i) the amount of
cash consideration per share of the Issuer’s common stock, if the consideration to be received in the Change of Control by the holders
of shares of the Issuer’s common stock is solely cash; and (ii) the average of the closing prices for shares of the Issuer’s
common stock on the NYSE for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change
of Control, if the consideration to be received in the Change of Control by the holders of shares of the Issuer’s common stock is
other than solely cash.
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