Common use of Record Holder of Underlying Securities as of Conversion Date Clause in Contracts

Record Holder of Underlying Securities as of Conversion Date. The Lender or Lenders entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on conversion of the Conversion Amount on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender with the relevant procedures contained in Section 13.3(a) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower shall issue the number of whole shares of Common Shares issuable on conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common Shares, securities or other property, shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated form. Any such certificate or certificates shall be delivered by the Borrower to the appropriate Lender on a book-entry basis, through the facilities of The Depository Trust Company, or by mailing certificates evidencing the shares to the applicable Lender, in each case at their respective addresses set forth in the Conversion Notice. In the event that a Lender shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on conversion of the Conversion Amount should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3).

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series B Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; providedprovided however that, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a)(i) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f10(h)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series B Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property cash as of the close Close of business Business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender holder with the relevant conversion procedures contained in Section 13.3(a7(c) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Corporation shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(fshares)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock and, securities or other propertyif applicable, cash shall be made made, at the option of the applicable holder, in certificated form or by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated formentry. Any such certificate or certificates shall be delivered by the Borrower Corporation to the appropriate Lender holder on a book-entry basis, through the facilities of The Depository Trust Company, basis or by mailing certificates evidencing the shares to the applicable Lender, in each case holders at their respective addresses as set forth in the Conversion Noticeconversion notice. If fewer than all of the shares of Series A Preferred Stock held by any holder hereto are converted pursuant to Section 7(a), then a new certificate representing the unconverted shares of Series A Preferred Stock shall be issued to such holder concurrently with the issuance of the certificates (or book-entry shares) representing the applicable shares of Common Stock. In the event that a Lender holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) Stock and, to the extent applicable, cash, securities or other property cash to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such sharesshares and, cashif applicable, securities or other property cash should be delivered, the Borrower Corporation shall be entitled to register and deliver such sharesshares and, securities or other propertyif applicable, and make such payment, cash in the name of the Lender holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Corporation.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property cash as of the close Close of business Business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender holder with the relevant conversion procedures contained in Section 13.3(a7(d) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Corporation shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(fshares)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock and, securities or other propertyif applicable, cash shall be made made, at the option of the applicable holder, in certificated form or by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated formentry. Any such certificate or certificates shall be delivered by the Borrower Corporation to the appropriate Lender holder on a book-entry basis, through the facilities of The Depository Trust Company, basis or by mailing certificates evidencing the shares to the applicable Lender, in each case holders at their respective addresses as set forth in the Conversion Noticeconversion notice. If fewer than all of the shares of Series A Preferred Stock held by any holder hereto are converted pursuant to Section 7(b), then a new certificate representing the unconverted shares of Series A Preferred Stock shall be issued to such holder concurrently with the issuance of the certificates (or book-entry shares) representing the applicable shares of Common Stock. In the event that a Lender holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) Stock and, to the extent applicable, cash, securities or other property cash to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such sharesshares and, cashif applicable, securities or other property cash should be delivered, the Borrower Corporation shall be entitled to register and deliver such sharesshares and, securities or other propertyif applicable, and make such payment, cash in the name of the Lender holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Corporation.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three five (5) Trading Days thereafter; provided, that however that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice (or such later date, not to exceed the fifth (5th) Business Day immediately following the date of such notice, if, prior to the Conversion Date, the Transfer Agent has delivered written notice to the Holders of Series A Preferred Stock that it is unable deliver shares of Common Stock within two (2) Business Days following any Conversion Date) and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)any Excess Amount) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the BorrowerHolder, through the facilities of The Depository Depositary Trust CompanyCompany (if eligible), or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust CompanyCompany (if eligible), or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion or a conversion pursuant to Section 9(c)). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) Stock and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all Company (or, if no such customary additional documentation as may be reasonably necessary to effectuate manner is shown on the delivery records of any Common Sharesthe Company, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear manner chosen in good faith by the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3Board).

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; thereafter; provided, that however, that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)11(h) and any Excess Amount) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Optional Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; providedprovided however that, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a)(i) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f11(h)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on conversion of the Preferred Conversion Amount Shares on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Preferred Conversion Shares and/or cash, securities or other property (including any fractional shares) as of the close time of business delivery of the applicable Conversion Notice (or, in the case of a Mandatory Conversion, 8:30 a.m., New York City Time, on the Mandatory Conversion Date). Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice in respect of any Optional Conversion, the Company shall promptly send, via facsimile or electronic mail, a confirmation of receipt of such Conversion DateNotice to the Holder and the Company's designated transfer agent (the “Transfer Agent”), which confirmation to the Transfer Agent shall constitute an instruction to the Transfer Agent to process the Optional Conversion. As promptly as practicable In the case of an Optional Conversion, on or after before the Conversion Date andsecond (2nd) Business Day (or, if applicableearlier, compliance by the applicable Lender with end of the relevant procedures contained in Section 13.3(aStandard Settlement Period) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower shall issue the number of whole shares of Common Shares issuable on conversion (and deliver payment of cash in lieu of fractional shares receipt or as otherwise set out in Section 13.3(f)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common Shares, securities or other property, shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated form. Any such certificate or certificates shall be delivered deemed receipt by the Borrower to the appropriate Lender on a book-entry basis, through the facilities Company of The Depository Trust Company, or by mailing certificates evidencing the shares to the applicable Lender, in each case at their respective addresses set forth in the Conversion Notice. In , the event that a Lender shall not by written notice designate Company shall, on or before the name in which shares of Common Shares (Optional Conversion Delivery Deadline, issue and payments of cash in lieu of fractional shares) and, deliver to the extent applicableHolder or its designee certificates, cash, securities or other property to be delivered on conversion of the Conversion Amount should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder or its designee, representing the aggregate number of Preferred Conversion Shares (including any fractional Preferred Conversion Shares) to which the Holder shall be entitled. In the case of a Mandatory Conversion, on or before 8:30 a.m., New York City time, on the Conversion Date, the Company shall issue and deliver to the Holder or its designee certificates, registered in the manner shown name of the Holder or its designee, representing the aggregate number of Preferred Conversion Shares to which the Holder shall be entitled (such delivery deadline or the Optional Delivery Deadline, as applicable, being referred to as the "Share Delivery Date"). Notwithstanding the foregoing, if as of the applicable Conversion Date, the Transfer Agent is a "qualified custodian" (as defined in Rule 206(4)-2 (or successor thereto) under the Investment Advisers Act of 1940, as amended), in lieu of the Company's delivering certificates representing the Preferred Conversion Shares issuable upon the applicable conversion, the Transfer Agent (acting as the transfer agent for the Series B-1 Preferred Stock) shall, on or before the Share Delivery Date, electronically credit the aggregate number of shares of Series B-1 Preferred Stock to which the Holder shall be entitled by book-entry in the name of the Holder or its designee on the books and records of the Borrower. The Lender shall promptly Transfer Agent and deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued a statement thereof to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Holder.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock Shares and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series B Preferred Shares on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(aparagraph 10(a) of this Schedule 2 (and in any event no later than three (3) Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Company shall issue the number of whole shares of Common Shares issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)paragraph 11(h) of this Schedule 2 and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common Shares, securities or other property, property shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated formentry. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to paragraph 8(a) of this Schedule 2) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Company Optional Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount Series B Preferred Shares should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on conversion of the Conversion Amount Series B-2 Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a1(a) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(i) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f8(f)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to 1(a)) or as set forth in the records of the Company or in a notice from the Holder to the Conversion Agent, as applicable (in the case of Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on conversion of the Conversion Amount shares of Series B-2 Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; provided, that however, that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day immediately following the date of such notice and no later than the seventh Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)11(h) and any Excess Amount) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the BorrowerHolder, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; providedprovided however that, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)11(h) [and any Excess Amount]) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the BorrowerHolder, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Shares on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares and/or cash, securities or other property Stock as of the close Close of business Business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender with the relevant procedures contained in Section 13.3(a) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower shall issue the number of whole shares of Common Shares issuable on conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common Shares, securities or other property, shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated form. Any such certificate or certificates shall be delivered by the Borrower to the appropriate Lender on a book-entry basis, through the facilities of The Depository Trust Company, or by mailing certificates evidencing the shares to the applicable Lender, in each case at their respective addresses set forth in the Conversion Notice. In the event that a Lender case of an Optional Conversion as to which such Holder shall not by written notice designate in its Conversion Notice have designated the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property Stock to be delivered on upon conversion of the Conversion Amount Series A Preferred Shares should be registered or paidregistered, or the manner in which such shares, cash, securities or other property shares should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, shares in the name of the Lender Holder and in the manner shown on the records of the BorrowerCompany. The Lender shall promptly Company may, in its sole and absolute discretion, deliver shares of Common Stock deliverable in any Optional Conversion or cause Forced Conversion either, to be delivered to Borrowerthe extent feasible, in book entry form through the facilities of The Depositary Trust Company (including, without limitation, the Direct Registration System service of the Depository Trust Company) or, otherwise, in the form of physical stock certificates or in book-entry form with the Company’s transfer agent for the Common Stock. Unless otherwise agreed to by the Company and the applicable Holder, each certificate or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery book-entry position representing shares of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement Stock issuable upon conversion shall bear a restrictive legend substantially in the legends form set forth in Section 12.17 Appendix I hereto, which is hereby incorporated in and expressly made a part of this Certificate of Designation, and will be subject to the extent restrictions set forth therein. In addition, each such securities constitute “restricted securities” within certificate or book-entry position may have notations, additional legends or endorsements required by Applicable Law, applicable stock exchange rules, and any agreements to which the meaning of Rule 144(a)(3)Company and the Holders in their capacity as Holders are subject, if any.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property cash as of the close Close of business Business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender holder with the relevant conversion procedures contained in Section 13.3(a7(c) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Corporation shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(fshares)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock and, securities or other propertyif applicable, cash, shall be made made, at the option of the applicable holder, in certificated form or by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated formentry. Any such certificate or certificates shall be delivered by the Borrower Corporation to the appropriate Lender holder on a book-entry basis, through the facilities of The Depository Trust Company, basis or by mailing certificates evidencing the shares to the applicable Lender, in each case holders at their respective addresses as set forth in the Conversion Noticeconversion notice. If fewer than all of the shares of Series A Preferred Stock held by any holder hereto are converted pursuant to Section 7(b), then a new certificate representing the unconverted shares of Series A Preferred Stock shall be issued to such holder concurrently with the issuance of the certificates (or book-entry shares) representing the applicable shares of Common Stock. In the event that a Lender holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) Stock and, to the extent applicable, cash, securities or other property cash to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such sharesshares and, cashif applicable, securities or other property cash should be delivered, the Borrower Corporation shall be entitled to register and deliver such sharesshares and, securities or other propertyif applicable, and make such payment, cash in the name of the Lender holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Corporation.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Class A Common Stock and, to the extent applicable, cash, securities or other property issuable on conversion of the Conversion Amount cash on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Class A Common Shares and/or cashStock and, securities or other property to the extent applicable, cash as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in this Section 13.3(a) (and in any event no later than three Trading Days thereafter; provided7, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower Company shall issue the number of whole shares of Class A Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f7(e) (if any)) and, to the extent applicable, any cash, securities or other property issuable thereon). Such delivery of shares of Class A Common Shares, securities or other property, Stock shall be made made, at the option of the Company, in certificated form or by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated formentry. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Trust Company, basis or by mailing certificates evidencing the shares to the applicable Lender, in each case Holders at their respective addresses as set forth in the Conversion Notice. In the event that a Lender Holder shall not by written notice designate the name in which shares of Class A Common Shares Stock (and payments of cash in lieu of fractional sharesshares (if any)) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Class A Preferred Stock should be registered or paid, or the manner in which such shares, shares and cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or and other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property Shares issuable on upon conversion of the Conversion Amount on a Conversion Date Series A Preference Shares shall be treated for all purposes as the record holder(s) of such shares of Common Shares and/or cash, securities or other property as of the close Close of business Business on the Conversion Date for such Conversion Dateconversion. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender with the relevant procedures contained in Section 13.3(a) (and in any no event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Company shall issue the number of whole shares of Common Shares issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(fshares)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common Shares, securities or other property, Shares shall be made by book-entry orissued, at the request option of the applicable Lenderholder, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated or uncertificated form. Any such certificate or certificates certificates, if applicable, shall be delivered by the Borrower Company to the appropriate Lender on a book-entry basis, through the facilities of The Depository Trust Company, or holder(s) by mailing certificates evidencing the shares to the applicable Lender, in each case such holder(s) at their respective addresses as set forth in the applicable conversion notice. Any such uncertificated Common Shares, if applicable, shall be registered in the name and delivered to the DTC or other applicable account directed by the applicable holder. If fewer than all of the Series A Preference Shares held by any holder are converted pursuant to this Section 7, then a new certificate representing the unconverted Series A Preference Shares shall be issued to such holder promptly following the surrender by such holder to the Conversion NoticeAgent of the certificate(s) representing the Series A Preference Shares to be converted. In the event that a Lender holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property cash to be delivered on upon conversion of the Conversion Amount Series A Preference Shares should be registered or paid, or the manner in which such sharesshares and, cashif applicable, securities or other property cash should be delivered, the Borrower Company shall be entitled to register and deliver such sharesshares and, securities or other propertyif applicable, and make such payment, cash in the name of the Lender holder and in the manner shown on in the records register of members of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series B Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; provided, that however, that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a)(i) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day and no later than the seventh Business Day immediately following the date of such notice), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f11(h)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series B Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a‎‎Section 8(a) (and in any event no later than three two (2) Trading Days thereafter; providedprovided however that, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i‎‎Section 8(a)(i) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business (2nd) Trading Day following the Conversion Date and no later than the seventh Business (7th) Trading Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f‎‎Section 11(h)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated form. Any if such certificate or certificates shall be delivered by the Borrower to the appropriate Lender on a book-entry basis, through the facilities of The Depository Trust Company, or is unavailable by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to ‎‎Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion or Investor Share Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Company Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Company Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three five (5) Trading Days thereafter; provided, that however that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a) specifies a date of delivery for any shares of Company Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice (or such later date, not to exceed the fifth (5th) Business Day immediately following the date of such notice, if, prior to the Conversion Date, the Transfer Agent has delivered written notice to the Holders of Series A Preferred Stock that it is unable deliver shares of Company Common Stock within two (2) Business Days following any Conversion Date) and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Company Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)any Excess Amount) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Company Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the BorrowerHolder, through the facilities of The Depository Depositary Trust CompanyCompany (if eligible), or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust CompanyCompany (if eligible), or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Company Common Shares (and payments of cash in lieu of fractional shares) Stock and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower 0000-0000-0000.13 Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock Shares and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Shares on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; providedprovided however that, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f11(h)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common Shares, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount Series A Preferred Shares should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on conversion of the Conversion Amount Series B-1 Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a)(i) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f8(f)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to 6(a)) or as set forth in the records of the Company or in a notice from the Holder to the Conversion Agent, as applicable (in the case of Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on conversion of the Conversion Amount shares of Series B-1 Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Class A Common Stock or Series A-1 Preferred Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Class A Common Shares Stock or Series A-1 Preferred Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; provided, that however, that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a)(i) specifies a date of delivery for any shares of Class A Common SharesStock or Series A-1 Preferred Stock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Class A Common Shares Stock or Series A-1 Preferred Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)11(h) and any Excess Amount) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Class A Common SharesStock or Series A-1 Preferred Stock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Class A Common Shares Stock or Series A-1 Preferred Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three five (5) Trading Days thereafter; provided, that however that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice (or such later date, not to exceed the fifth (5th) Business Day immediately following the date of such notice, if, prior to the Conversion Date, the Transfer Agent has delivered written notice to the Holders of Series A Preferred Stock that it is unable deliver shares of Common Stock within two (2) Business Days following any Conversion Date) and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)any Excess Amount) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, Holder or through the facilities of The Depository Depositary Trust Company, or in certificated formCompany (if eligible). Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust CompanyCompany (if eligible), or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) Stock and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all Company (or, if no such customary additional documentation as may be reasonably necessary to effectuate manner is shown on the delivery records of any Common Sharesthe Company, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear manner chosen in good faith by the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3Board).

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series B Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property cash as of the close Close of business Business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender holder with the relevant conversion procedures contained in Section 13.3(a7(d) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Corporation shall issue the number of whole shares of Common Shares Stock issuable on conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)) and, to the extent applicable, any cash, securities or other property issuable thereonupon conversion. Such delivery of shares of Common Shares, securities or other property, Stock shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated form. Any such certificate or certificates and any cash shall be delivered by the Borrower Corporation to the appropriate Lender on a book-entry basis, through the facilities of The Depository Trust Company, or holder by mailing certificates evidencing the shares to the applicable Lender, in each case holders at their respective addresses as set forth in the Conversion Noticeconversion notice. If fewer than all of the shares of Series B Preferred Stock held by any holder are converted pursuant to Section 7(b), then a new certificate representing the unconverted shares of Series B Preferred Stock shall be issued to such holder concurrently with the issuance of the certificates representing the applicable shares of Common Stock. In the event that a Lender holder shall not by written notice designate the name in which shares of Common Shares (and payments of cash in lieu of fractional shares) Stock and, to the extent applicable, cash, securities or other property cash to be delivered on upon conversion of the Conversion Amount shares of Series B Preferred Stock should be registered or paid, or the manner in which such sharesshares and, cashif applicable, securities or other property cash should be delivered, the Borrower Corporation shall be entitled to register and deliver such sharesshares and, securities or other propertyif applicable, and make such payment, cash in the name of the Lender holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Corporation.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; providedprovided however that, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day immediately following the date of such notice and no later than the seventh Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)11(h) and any Excess Amount) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the BorrowerHolder, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; provided, that however, that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a)(i) specifies a date of delivery for any shares of Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day and no later than the seventh Business Day immediately following the date of such notice), Borrower the Company shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f11(h)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Common Stock andand/or, to the extent applicable, cashcash (including the Cash Conversion Amount or Change of Control Cash Conversion Amount), securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Stock on a Conversion Date or Change of Control Conversion Date, as applicable, shall be treated for all purposes as the record holder(s) of such shares of Common Shares Stock and/or cashcash (including the Cash Conversion Amount or Change of Control Cash Conversion Amount), securities or other property as of the close of business on such Conversion Date or Change of Control Conversion Date, as applicable. As promptly as practicable on or after the Conversion Date andor Change of Control Conversion Date, if as applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower the Corporation shall issue the number of whole shares of Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f11(h)) andand/or, to the extent applicable, any cashcash (including the Cash Conversion Amount or Change of Control Cash Conversion Amount), securities or other property issuable thereonupon conversion of Series A Preferred Stock on a Conversion Date or Change of Control Conversion Date, as applicable. Such delivery of shares of Common SharesStock, securities or other property, property shall be made made, at the option of the Corporation, in certificated form or by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated formentry. Any such certificate or certificates shall be delivered by the Borrower Corporation to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Trust Company, basis or by mailing certificates evidencing representing the shares to the applicable Lender, in each case Holders at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a) or Section 9(b)) or in the records of the Corporation (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written or electronic notice designate the name in which shares of Common Shares Stock (and payments of cash in lieu of fractional shares) andand/or, to the extent applicable, cashcash (including the Cash Conversion Amount or Change of Control Cash Conversion Amount), securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Corporation shall be entitled to register and deliver such shares, securities or other property, and make such paymentpayment (including the Cash Conversion Amount or Change of Control Cash Conversion Amount), in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Corporation.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Class A Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A-1 Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Class A Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, and compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a7(a) (and in any event no later than three (3) Trading Days thereafter; provided, that however, that, if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i7(a)(i) specifies a date of delivery for any shares of Class A Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Class A Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f8(e)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Class A Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice or in the records of the Company. In the event that a Lender Holder shall not by written notice designate the name in which shares of Class A Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series A-1 Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Class A Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series B Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Class A Common Shares Stock and/or cash, securities or other property as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender Holder with the relevant procedures contained in Section 13.3(a8(a) (and in any event no later than three (3) Trading Days thereafter; providedprovided however that, that if a written notice from such Lender the Holder in accordance with Section 13.3(a)(i8(a)(i) specifies a date of delivery for any shares of Class A Common SharesStock, such shares shall be delivered on the date so specified, which shall be no earlier than the second (2nd) Business Day immediately following the date of such notice and no later than the seventh (7th) Business Day following the date of such noticethereafter), Borrower the Company shall issue the number of whole shares of Class A Common Shares Stock issuable on upon conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)11(h) and any Excess Amount) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Class A Common SharesStock, securities or other property, property shall be made by book-entry or, at the request of the applicable LenderHolder, by delivering a notice to the BorrowerConversion Agent, through the facilities of The Depository Depositary Trust Company, Company or in certificated form. Any such certificate or certificates shall be delivered by the Borrower Company to the appropriate Lender Holder on a book-entry basis, through the facilities of The Depository Depositary Trust Company, or by mailing certificates evidencing the shares to the applicable LenderHolders, in each case at their respective addresses as set forth in the Conversion NoticeNotice (in the case of a conversion pursuant to Section 6(a)) or in the records of the Company or as set forth in a notice from the Holder to the Conversion Agent, as applicable (in the case of a Mandatory Conversion). In the event that a Lender Holder shall not by written notice designate the name in which shares of Class A Common Shares Stock (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property to be delivered on upon conversion of the Conversion Amount shares of Series B Preferred Stock should be registered or paid, or the manner in which such shares, cash, securities or other property should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, in the name of the Lender Holder and in the manner shown on the records of the Borrower. The Lender shall promptly deliver or cause to be delivered to Borrower’s transfer agent or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery of any Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement shall bear the legends set forth in Section 12.17 to the extent such securities constitute “restricted securities” within the meaning of Rule 144(a)(3)Company.

Record Holder of Underlying Securities as of Conversion Date. The Lender Person or Lenders Persons entitled to receive the Class A Common Stock and, to the extent applicable, cash, securities or other property issuable on upon conversion of the Conversion Amount Series A Preferred Shares on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Class A Common Shares and/or cash, securities or other property Stock as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and, if applicable, compliance by the applicable Lender with the relevant procedures contained in Section 13.3(a) (and in any event no later than three Trading Days thereafter; provided, that if a written notice from such Lender in accordance with Section 13.3(a)(i) specifies a date of delivery for any shares of Common Shares, such shares shall be delivered on the date so specified, which shall be no earlier than the second Business Day and no later than the seventh Business Day following the date of such notice), Borrower shall issue the number of whole shares of Common Shares issuable on conversion (and deliver payment of cash in lieu of fractional shares or as otherwise set out in Section 13.3(f)) and, to the extent applicable, any cash, securities or other property issuable thereon. Such delivery of shares of Common Shares, securities or other property, shall be made by book-entry or, at the request of the applicable Lender, by delivering a notice to the Borrower, through the facilities of The Depository Trust Company, or in certificated form. Any such certificate or certificates shall be delivered by the Borrower to the appropriate Lender on a book-entry basis, through the facilities of The Depository Trust Company, or by mailing certificates evidencing the shares to the applicable Lender, in each case at their respective addresses set forth in the Conversion Notice. In the event that a Lender case of an Optional Conversion as to which such Holder shall not by written notice designate in its Conversion Notice have designated the name in which shares of Class A Common Shares (and payments of cash in lieu of fractional shares) and, to the extent applicable, cash, securities or other property Stock to be delivered on upon conversion of the Conversion Amount shares of Series A Preferred Shares should be registered or paidregistered, or the manner in which such shares, cash, securities or other property shares should be delivered, the Borrower Company shall be entitled to register and deliver such shares, securities or other property, and make such payment, shares in the name of the Lender Holder and in the manner shown on the records of the BorrowerCompany. The Lender shall promptly Company may, in its sole and absolute discretion, deliver shares of Class A Common Stock deliverable in any Optional Conversion either in book-entry form through the facilities of The Depositary Trust Company (including, without limitation, the Direct Registration System service of The Depository Trust Company) or cause to be delivered to Borrower’s in the form of physical stock certificates or in book-entry form with the transfer agent for the Class A Common Stock. Unless otherwise agreed to by the Company and the applicable Holder, each certificate or any other Person all such customary additional documentation as may be reasonably necessary to effectuate the delivery book-entry position representing shares of any Class A Common Shares, securities, or other property in accordance with this Section 13.3(c). Any securities issued to the Lender pursuant to this Agreement Stock issuable upon conversion shall bear such a restrictive legend substantially in the legends form set forth in Section 12.17 Appendix I hereto, which is hereby incorporated in and expressly made a part of this Certificate of Designation, and will be subject to the extent restrictions set forth therein. In addition, each such securities constitute “restricted securities” within certificate or book-entry position may have notations, additional legends or endorsements required by Applicable Law, stock exchange rules, and agreements to which the meaning Company and all of Rule 144(a)(3)the Holders in their capacity as Holders are subject, if any.