Common use of Series A Preferred Stock Clause in Contracts

Series A Preferred Stock. On the terms and subject to the conditions set forth herein, as soon as practicable after the receipt of the approvals of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5, the Company will amend the terms of the Series A Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.

Series A Preferred Stock. On The Series A Preferred Stock shall have the terms following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the conditions set forth herein, as soon as practicable election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the receipt original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the approvals $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors of the Company and the stockholders of the CompanyDirectors. On all other matters, including the holders of the Series A Preferred StockStock shall vote together with the holders of the Common Stock and the Series B, referred C and D Preferred Stock and shall be entitled to in Paragraph 5, the Company will amend the terms cast one vote for each share of Common Stock into which the Series A Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stockis convertible. (a) OPTION 1 - CASHvi. The New Preferred Stock shall be exchangeable at the option approval of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment rights of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.

Series A Preferred Stock. On Each of Compass, Compass Holdings, International, First Chicago Equity Corporation, an Illinois corporation ("FCEC"), Cross Creek Partners I, an Illinois general partnership ("Cross Creek") and the terms and subject to the conditions set forth herein, as soon as practicable after the receipt other beneficial holders of all of the approvals issued and outstanding shares of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5par value $.01 per share, of International (the "Series A Preferred Stock") (collectively, the Company will amend "Series A Preferred Stockholders"), have entered into a certain Stock Purchase Agreement, dated as of the terms date hereof (the "Series A Preferred Stock Purchase Agreement"), pursuant to which Compass Holdings has agreed to purchase, and the Series A Preferred Stockholders have agreed to sell, all issued and outstanding shares of Series A Preferred Stock and all of warrants exercisable for shares of International Common Stock upon redemption of the Series A Preferred Stock so that, (the "Warrants") at a purchase price equal to the product of the Offer Price by the number of shares of International Common Stock into which such shares of Series A Preferred Stock are convertible as amended, of the Offer Closing Time. The sale will occur as soon as practicable following the Offer Closing Time and is contingent upon the consummation of the Offer in accordance with its terms and the purchase price shall be paid in cash in an amount calculated in accordance with the Series A Preferred Stock Purchase Agreement. The Series A Preferred Stockholders will have only such rights, preferences and privileges set forth on Exhibit receive no consideration in the Offer or in the Merger. In the Series A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer Purchase Agreement, International agreed to distribute to the holders thereof Series A Preferred Stockholders the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein number of shares of UCRI Common Stock to which they would be entitled if they converted the Series A Preferred Stock into Common Stock immediately prior to the Record Date and UCRI agreed to pay to the Series A Preferred Stockholders any and all dividends accrued and unpaid with respect to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option as of the holder thereof at any time prior to the date which is ten days after the Offer Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchangeDate.

Series A Preferred Stock. On the terms The Securities Purchase Agreement and subject Bioject's Articles of Amendment to the conditions set forth hereinArticles of Incorporation (including Section 6(a)(1) thereof) shall be amended, as soon as practicable from and after the receipt of date hereof, to provide that the approvals of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5, the Company will amend the terms conversion price of the Series A Preferred Stock so thatshall be $1.50, subject to adjustment as provided therein, rather than the conversion price originally set forth therein. In addition, a new sentence shall be added to the end of such section, as amended, follows: "In the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such event that any holder may elect. All references herein shall provide notice to the Series A Preferred Stock or the New Preferred Stock shall be deemed Corporation of its intention to include all rights to dividends or other distributions in respect convert such holder's shares of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up as provided above, the Corporation shall have the right, within 90 days of receipt of such notice and upon five business days' notice to an the holders, to cause to be redeemed for cash the shares of Series A Preferred Stock subject to such notice, at a price equal to aggregate purchase price for such shares of Series A Preferred Stock plus mandatory dividends thereon at a rate equal to 9% per annum, from the date of issuance until the date redeemed in full. In the event that such cash amount is not paid within such 90-day period, such redemption right shall lapse and be of $6.4 million face value no further force and accrued effect, and unpaid dividends. If, in the judgment holders shall thereupon have the right once again to convert such shares of Series A Preferred Stock into shares of the Board of Directors of the CompanyCorporation's Common Stock. During such 90-day (or shorter, if redeemed, as set forth above) period, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire shall not convert such stock into the Corporation's Common Stock, whether or not the Corporation exercises its right of redemption." Bioject covenants that it shall request and use its best efforts to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) obtain shareholder approval of the New Preferred Stock than is permitted under amendment to its Articles of Incorporation in accordance with this Section 1 at its next annual meeting of shareholders in September 1999. Bioject represents to EIS that the terms board of directors of Bioject has recommended or will recommend to the New Preferred Stockshareholders of Bioject that they vote in favor of such amendment. EIS agrees that it shall vote all of its shares of Bioject's capital stock, New Preferred Stock will be accepted to the extent such shares are entitled to vote, for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchangesuch amendment.

Series A Preferred Stock. On At the terms Effective Time, by virtue of the Merger and subject without any action on the part of any holder thereof, each share of Series A Preferred Stock that is issued and outstanding immediately prior to the conditions set forth hereinEffective Time shall be converted into the right to receive shares of validly issued, as soon as practicable after fully paid and nonassessable Parent Common Stock, with each such share of Series A Preferred Stock being converted into that number of shares of Parent Common Stock equal to the receipt quotient obtained by dividing 20 by the number of shares of Series A Preferred Stock outstanding immediately prior to the approvals Effective Time (the "Series A Merger Consideration"). Each share of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred when so converted, shall automatically be cancelled and retired, shall cease to in Paragraph 5exist and shall no longer be outstanding; and the holder of any Series A Certificate shall cease to have any rights with respect thereto, except the Company will amend the terms of right to receive the Series A Preferred Merger Consideration, which shall be issued in the form of whole shares of Parent Common Stock to the extent possible and otherwise in fractional shares of Parent Common Stock (along with any unpaid dividends and distributions with respect to such whole or fractional shares of Parent Common Stock as provided in Section 2.5(c)), without interest, upon the surrender of such certificate in accordance with Section 2.5. Any fractional shares of Parent Common Stock issued pursuant to this Section 2.4(c)(vi) shall entitle the owner thereof to vote in the same manner as the holder of a whole share of Parent Common Stock but proportionately to the fractional interest. Parent shall (until the date referenced in the last sentence of Section 2.5(g)), if it so elects in its sole discretion, offer holders of such fractional shares of Parent Common Stock one or both of the following options: (1) the right to purchase an additional fraction of a share of Parent Common Stock (at the closing sales price of the Parent Common Stock on Parent's primary National Stock Exchange on the day immediately prior to holder's acceptance of such option) sufficient to provide the holder with a whole share and/or (2) the establishment of an agency arrangement which, on or prior to the date referenced in the last sentence of Section 2.5(g), combines fractional shares of participating holders of Parent Common Stock into whole shares, sells such shares for the account of the participating holders (to a party other than Parent, a Parent Subsidiary or an Affiliate of Parent) and then distributes the resulting sales proceeds to the participating holders in proportion to their contributed fractional share interests (with related transaction costs to be borne by Parent); provided, that the provisions of this sentence shall not preclude Parent from offering other alternatives to holders of fractional shares of Parent Common Stock and that, as amendedin no event, the Series A Preferred shall Parent effectively force holders of fractional shares of Parent Common Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions receive cash in respect of such Series A Preferred Stock or the New Preferred Stockfractional shares. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.

Series A Preferred Stock. On At the terms Effective Time, by virtue of the Merger and subject without any action on the part of any holder thereof, each share of Series A Preferred Stock that is issued and outstanding immediately prior to the conditions set forth hereinEffective Time shall be converted into the right to receive shares of validly issued, as soon as practicable after fully paid and nonassessable Parent Common Stock, with each such share of Series A Preferred Stock being converted into that number of shares of Parent Common Stock equal to the receipt quotient obtained by dividing 20 by the number of shares of Series A Preferred Stock outstanding immediately prior to the approvals Effective Time (the “Series A Merger Consideration”). Each share of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred when so converted, shall automatically be cancelled and retired, shall cease to in Paragraph 5exist and shall no longer be outstanding; and the holder of any Series A Certificate shall cease to have any rights with respect thereto, except the Company will amend the terms of right to receive the Series A Preferred Merger Consideration, which shall be issued in the form of whole shares of Parent Common Stock to the extent possible and otherwise in fractional shares of Parent Common Stock (along with any unpaid dividends and distributions with respect to such whole or fractional shares of Parent Common Stock as provided in Section 2.5(c)), without interest, upon the surrender of such certificate in accordance with Section 2.5. Any fractional shares of Parent Common Stock issued pursuant to this Section 2.4(c)(vi) shall entitle the owner thereof to vote in the same manner as the holder of a whole share of Parent Common Stock but proportionately to the fractional interest. Parent shall (until the date referenced in the last sentence of Section 2.5(g)), if it so elects in its sole discretion, offer holders of such fractional shares of Parent Common Stock one or both of the following options: (1) the right to purchase an additional fraction of a share of Parent Common Stock (at the closing sales price of the Parent Common Stock on Parent’s primary National Stock Exchange on the day immediately prior to holder’s acceptance of such option) sufficient to provide the holder with a whole share and/or (2) the establishment of an agency arrangement which, on or prior to the date referenced in the last sentence of Section 2.5(g), combines fractional shares of participating holders of Parent Common Stock into whole shares, sells such shares for the account of the participating holders (to a party other than Parent, a Parent Subsidiary or an Affiliate of Parent) and then distributes the resulting sales proceeds to the participating holders in proportion to their contributed fractional share interests (with related transaction costs to be borne by Parent); provided, that the provisions of this sentence shall not preclude Parent from offering other alternatives to holders of fractional shares of Parent Common Stock and that, as amendedin no event, the Series A Preferred shall Parent effectively force holders of fractional shares of Parent Common Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions receive cash in respect of such Series A Preferred Stock or the New Preferred Stockfractional shares. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.

Series A Preferred Stock. On The Series A Preferred Stock shall have -------------------------- the terms following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the conditions set forth herein, as soon as practicable election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the receipt original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the approvals $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors of the Company and the stockholders of the CompanyDirectors. On all other matters, including the holders of the Series A Preferred StockStock shall vote together with the holders of the Common Stock and the Series B, referred C and D Preferred Stock and shall be entitled to in Paragraph 5, the Company will amend the terms cast one vote for each share of Common Stock into which the Series A Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stockis convertible. (a) OPTION 1 - CASHvi. The New Preferred Stock shall be exchangeable at the option approval of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment rights of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.

Series A Preferred Stock. On the terms (1) From and subject to the conditions set forth herein, as soon as practicable after the receipt Closing until the second anniversary thereof, the Investor shall not be permitted to Transfer any of the approvals Series A Preferred Stock other than to an Affiliate of the Board Investor, another Permitted Holder or to an Affiliate of Directors of a Permitted Holder that agrees in writing with the Company and the stockholders Bank to be bound by this Agreement as fully as if it were an initial signatory hereto; provided, however, that, except as provided by Section 2(b), at all times between the Closing and the second anniversary thereof, the Investor and its Affiliates shall hold not less than 40% of the CompanySeries A Preferred Stock issued pursuant to the Investment Agreement (or the Common Stock issuable upon exchange thereof). (2) From and after the second anniversary of the Closing, including the holders Investor shall not, nor shall it permit its Affiliates to, Transfer or agree to Transfer any of the Series A Preferred Stock; provided that the foregoing restriction shall not be applicable to Transfers to (y) an Affiliate of the Investor, referred another Permitted Holder or to an Affiliate of a Permitted Holder that agrees in Paragraph 5, writing with the Company will amend and the terms Bank to be bound by this Agreement as fully as if it were an initial signatory hereto and (z) any Person if the number of shares of Series A Preferred Stock Transferred to such Person are exchangeable for shares of Common Stock representing less than 5% of the Total Voting Power, subject to the satisfaction of each of the following conditions: (i) The Investor or its Affiliate thereof proposing to Transfer the Series A Preferred Stock shall give written notice of the proposed Transfer to the Bank, which notice shall state the identity and address of the proposed transferee and the number of Series A Preferred Stock to be Transferred. (ii) Any Transfer of Series A Preferred Stock shall be made only to a Qualified Transferee; provided, however, that, for such purposes, all Qualified Transferees that are Affiliates of each other, or that comprise investment accounts or funds managed by a single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified Transferee. (iii) The Investor or the Affiliate thereof proposing the Transfer of the Series A Preferred Stock so that, as amended, shall deliver or cause to be delivered to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate the registration provisions of the Securities Act or violate any state securities laws or regulations applicable to the Bank or the Series A Preferred Stock will have only such rightsStock; provided, preferences and privileges set forth on Exhibit A hereto (as so amendedhowever, that the "New Preferred Stock"). As set forth Company may, in Exhibit A heretoits sole discretion, waive this condition upon the New Preferred Stock will offer request of the holders thereof Investor or the options set forth in subparagraphs (a)-(c) belowAffiliate thereof, as applicable. If, in the opinion of the Company’s counsel, such holder may elect. All references herein Transfer would require the filing of a registration statement under the Securities Act or would otherwise violate any Federal or state securities laws applicable to the Series A Preferred Stock Bank or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment Company may prohibit any Transfer otherwise permitted under this Section 4(c). (iv) Any transferee of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire must agree in writing with the Company and the Bank to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange bound by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued this Agreement as fully as if it were an initial signatory hereto and unpaid dividends) of the New Preferred Stock tendered for exchangethereto.

Series A Preferred Stock. On Consisting of all Claims and Interests arising under the terms 8.00% Series A Cumulative Perpetual Convertible Preferred Stock of RRI (the “Series A Preferred Stock”). Series B Preferred Stock: Consisting of all Claims and subject to Interests arising under the conditions set forth herein, 10.00% Series B Redeemable Preferred Stock of RRI (the “Series B Preferred Stock”). Existing Common Stock: Consisting of all Common Stock of RRI other than Intercompany Interests (the “Existing Common Stock”). Other Existing Interests: Means any equity security (as soon as practicable after the receipt defined in section 101(16) of the approvals of Bankruptcy Code) in RRI or ROC other than the Board of Directors of the Company and the stockholders of the CompanyExisting Common Stock, including the holders of the Series A Preferred Stock, referred Series B Preferred Stock, and Intercompany Interests, including, but not limited to, options, warrants, rights, restricted units or other securities or agreements to acquire (or obtain or control) the common stock, preferred stock, limited liability company interests, or other equity, ownership or profits interests of RRI or ROC (whether or not arising under or in Paragraph 5connection with any employment agreement, separation agreement or employee incentive plan or program of RRI or ROC as of the Petition Date) (the “Other Existing Interests”). Overview of the Restructuring: The Restructuring will be implemented through prepackaged Chapter 11 Cases by the Company to pursue confirmation of the Plan. Votes on the Plan will amend be solicited from (i) holders of Revolving Credit Agreement Claims, (ii) holders of Secured Notes Claims and (iii) holders of TRA Claims. As a component of the Restructuring: (a) the maturity date of the Revolving Credit Facility shall be extended to the fourth (4th) anniversary of the Effective Date, and the borrowing base of the Revolving Credit Facility shall be reduced to $235 million; (b) the Convertible Junior DIP Facility (as defined below) shall be converted to 24.15% of the New Common Shares, subject to dilution from the MIP Equity (as defined below); (c) each Secured Noteholder will receive its Pro Rata share of 68.60% of the New Common Shares, subject to dilution from the MIP Equity, in exchange for all of the Secured Note Claims; (d) the TRA Holder will receive its Pro Rata share of 4.08% of the New Common Shares, subject to dilution from the MIP Equity, in exchange for all of the TRA Claims; (e) each holder of Series A Preferred Stock and Series B Preferred Stock will receive its Pro Rata share of 1.48% of the New Common Shares, subject to dilution from the MIP Equity and subject to the terms provided herein, in exchange for all of the Series A Preferred Stock so that, as amended, the and Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New B Preferred Stock"); and (f) Existing Common Stock and Other Existing Interests shall be cancelled and receive no recovery. As set forth of the Effective Date (and in Exhibit A hereto, connection with the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. immediately preceding clauses (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at through (f)), the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Secured Notes Claims, TRA Claims, Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Series B Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Existing Common Stock, New Preferred Stock and Other Existing Interests will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued cancelled, released, and unpaid dividends) extinguished and will be of the New Preferred Stock tendered for exchangeno further force and effect.

Series A Preferred Stock. The Company's financial statements reflect an outstanding indebtedness owed in the approximate amount of $3,900,000.00 to entities under the common control of Xxx Xxxxxxx ("Xxxxxxx"). Xxxxxxx will convert $900,000 of that debt into 9,000 restricted shares of Series A Preferred Stock, the specific terms thereof will be contained in an appropriate designation filed with the Nevada Secretary of State. The balance of the debt will remain unchanged. The Series A Preferred shares may be redeemed by the Company at any time upon payment of $100.00 per share. On the terms fifth anniversary of the Closing, any shares of Series A Preferred Stock outstanding share will, at the discretion of Xxxxxxx, be convertible, for a period of three (3) years into common stock purchase warrants of the Company's common stock at an exercise price of one dollar (1.00) per share on the basis of 110 shares of common stock for each one (1) share of Series A Preferred Stock outstanding. Each share of Series A Preferred Stock will have 10,000 votes and subject will vote as a unit with all other shares of common and preferred stock. The Series A Preferred Stock will not accrue or paid any dividends and may not be assigned or transferred except under a plan for wealth transfer and estate planning. For each spud oil and gas well drilled by the Company with funds raised or delivered due to the conditions set forth herein, as soon as practicable after the receipt efforts of the approvals former Gulf South Officers, now Company employees, the Company will pay Xxxxxxx $10,000.00 in exchange for 100 shares of Series A Preferred Stock. In the event that the Company drills xxxxx for its own account the Board of Directors of the Company and will decide if such xxxxx qualify for the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5, the aforementioned spud bonus. The Company will amend the terms of the Series A promptly cancel any Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock")purchased. As set forth partial consideration for the fore-going, Xxxxxxx will execute a partial release of his collateralize security interest in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition oil and results gas leaseholds. All necessary documents of operations permit releasing his collateralized security interest in the Company's oil and gas leaseholds will be delivered on Closing. In addition, Xxxxxxx agrees to specifically release any liens and not hinder clean title where assignments of interests are made by the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) Company's contemplated drilling partnerships. All other provisions of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued Agreement remain unchanged and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued full force and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchangeeffect.

Series A Preferred Stock. The Company's financial statements reflect an outstanding in-debtedness owed in the approximate amount of $3,900,000.00 to entities under the common control of Xxx Xxxxxxx ("Xxxxxxx"). Xxxxxxx will convert $900,000 of that debt into 9,000 restricted shares of Se-xxxx A Preferred Stock, the specific terms thereof will be contained in an appropriate designation filed with the Nevada Secretary of State. The balance of the debt will remain unchanged. The Series A Pre-ferred shares may be redeemed by the Company at any time upon payment of $100.00 per share. On the terms fifth anniversary of the Closing, any shares of Series A Preferred Stock outstanding share will, at the dis-cretion of Xxxxxxx, be convertible, for a period of three (3) years into common stock purchase warrants of the Company's common stock at an exercise price of one dollar (1.00) per share on the basis of 110 shares of common stock for each one (1) share of Series A Preferred Stock outstanding. Each share of Series A Preferred Stock will have 1,000 votes and subject will vote as a unit with all other shares of common and preferred stock. The Series A Preferred Stock will not accrue or paid any dividends and may not be assigned or transferred except under a plan for wealth transfer and estate planning. For each spud oil and gas well drilled by the Company with funds raised or delivered due to the conditions set forth herein, as soon as practicable after the receipt efforts of the approvals former Gulf South Officers, now Company employees, the Company will pay Xxxxxxx $10,000.00 in exchange for 100 shares of Series A Preferred Stock. In the event that the Company drills xxxxx for its own account the Board of Directors of the Company and will decide if such xxxxx qualify for the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5, the aforementioned spud bonus. The Company will amend the terms of the Series A promptly cancel any Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock")purchased. As set forth partial consideration for the fore-going, Xxxxxxx will execute a partial release of his collateralize security interest in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition oil and results gas leaseholds. All necessary documents releasing his collateralized security interest in the Company's oil and gas leaseholds will be delivered on Closing. In addition Xxxxxxx agrees to specifically release any liens and not hinder clean title where assignments of operations permit interests are made by the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchangeCompa-ny's contemplated drilling partnerships.