Common use of Special Dividends Clause in Contracts

Special Dividends. If (i) the Registration Statement required by this Agreement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Registration Statement has not been declared effective by the Commission on or prior to the Effectiveness Deadline, or (iii) the Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except in the circumstances specified in Section 4) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iii), a "Registration Default"), then the Company hereby -------------------- agrees to pay to each Holder of Registrable Securities affected thereby special dividends ("Special Dividends") which will accrue and be payable semi-annually ----------------- on the Preferred Stock (or per such number of Preferred Stock Shares then issuable upon exercise of or in respect of the Preferred Stock) in addition to the stated dividends on the Preferred Stock (or per such number of Preferred Stock Shares then issuable upon exercise of or in respect of the Preferred Stock), as the case may be, from and including the date such Registration Default occurs to, but excluding, the date on which (1) the Shelf Registration Statement is filed, in the case of (i) above, (2) the Shelf Registration Statement is declared effective, in the case of (ii) above, or (3) a post- effective amendment to the Registration Statement or an additional Registration Statement is filed that causes the Shelf Registration Statement to again be declared effective or made usable, in the case of (iii) above. During the time that Special Dividends are accruing continuously, the rate of such Special Dividends shall be 0.50% per annum during the first 90-day period and shall increase by 0.25% per annum for each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum in the aggregate regardless of the number of Registration Defaults. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the Special Dividend rate for such subsequent Registration Default shall initially be 0.25%, regardless of the Special Dividend rate in effect with respect to any prior Registration Default at the time of the cure of such Registration Default. All accrued Special Dividends shall be paid to the Holders entitled thereto, in the manner provided for the payment of dividends as set forth in the Bye-Laws. All obligations of the Company set forth in this paragraph that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full.

Special Dividends. If (i) the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the Filing DeadlineDeadline (as such Filing Deadline may be extended pursuant to Section 5(v) hereof), (ii) the such Shelf Registration Statement has not been declared effective by the Commission on or prior to the Effectiveness Deadline, Deadline (as such Effectiveness Deadline may be extended pursuant to Section 5(v) hereof) or (iii) the subject to Section 5(c) and Section 5(v) hereof, such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except in the circumstances specified in Section 4) without being succeeded immediately within ten Business Days by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself declared effective immediately within five Business Days of filing such post-effective amendment to the Shelf Registration Statement (each such event referred to in clauses (i) through (iii), a "Registration Default"), then the Company hereby -------------------- agrees to pay special dividends to each Holder of Registrable Securities affected thereby special dividends ("Special Dividends") which will accrue and be payable semi-annually ----------------- on the Preferred Stock (or per such number of Preferred Stock Shares then issuable upon exercise of or in with respect of the Preferred Stock) in addition to the stated first 90 consecutive-day period immediately following the occurrence of such Registration Default in an amount equal to an increase in the annual dividends on the Preferred Stock (or per such number Series C convertible preferred stock of Preferred Stock Shares then issuable upon exercise 0.25% and with respect to each subsequent 90 consecutive-day period in an amount equal to an increase in the annual dividends of or 0.25% until all Registration Defaults have been cured, up to a maximum increase in respect of the Preferred Stock), as annual dividends equal to 1.0%; provided that the case may be, from and including the date such Company shall in no event be required to pay special dividends for more than one Registration Default occurs toat any given time. Notwithstanding anything to the contrary set forth herein, but excluding, the date on which (1) upon filing of the Shelf Registration Statement is filedStatement, in the case of (i) above, (2) upon the effectiveness of the Shelf Registration Statement is declared effectiveStatement, in the case of (ii) above, or (3) upon the filing of a post- post-effective amendment to the Shelf Registration Statement or an additional Registration Statement is filed that causes the Shelf Registration Statement to again be declared effective or made usable, in the case of (iii) above. During the time that Special Dividends are accruing continuously, the rate of such Special Dividends shall be 0.50% per annum during the first 90-day period and shall increase by 0.25% per annum for each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum in the aggregate regardless of the number of Registration Defaults. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the Special Dividend rate for such subsequent Registration Default shall initially be 0.25%, regardless of the Special Dividend rate in effect special dividends payable with respect to any prior Registration Default at the time of the cure Transfer Restricted Securities as a result of such Registration Defaultclause (i), (ii) or (iii), as applicable, shall cease. All accrued Special Dividends special dividends shall be paid to the Holders entitled thereto, in the manner provided for the payment of dividends in the Certificate of Designation, on each dividend payment date as more fully set forth in the Bye-LawsCertificate of Designation. Notwithstanding anything herein to the contrary, no special dividends shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security. All obligations of the Company Company's obligations set forth in this paragraph Section 4 that are outstanding with respect to any Registrable Transfer Restricted Security at the time such security ceases to be a Registrable Transfer Restricted Security shall survive until such time as all such obligations with respect to such Registrable Security shall security have been satisfied in full.

Special Dividends. If (a) The Issuer and the Purchasers agree that the Electing Holders shall suffer damages if the Issuer fails to fulfill its obligations pursuant to Section 2 hereof and that it would not be possible to ascertain the extent of such damages. Accordingly, the Issuer hereby agrees to pay special dividends ("Special Dividends") to each Electing Holder under the circumstances and to the extent set forth below: (i) if the Shelf Registration Statement required by this Agreement is has not been filed with within 90 days of the Commission on First Time of Delivery or prior to the Filing Deadline, (ii) the Registration Statement has not been declared effective by the Commission on or prior to within 180 days after the First Time of Delivery; or (ii) if the Shelf Registration Statement has been declared effective by the Commission but, during the Effectiveness DeadlinePeriod, is withdrawn by the Issuer or (iiibecomes subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of the Shelf Registration Statement required (without being succeeded by this Agreement is an additional registration statement filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except in the circumstances specified in Section 4) without being succeeded immediately by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared effective immediately effective) for any period of ten consecutive trading days that are also business days or for any 20 trading days that are also business days in any 180-day period in connection with resales of Transfer Restricted Securities or if the availability of the Shelf Registration Statement is suspended by the Issuer pursuant to Section 3(j) hereof (each such event referred to in of the foregoing clauses (i) through and (iiiii), a "Registration Default"). (b) In the event of each such Registration Default, then the Company hereby -------------------- agrees to Issuer shall pay Special Dividends to each Holder holder of Registrable Transfer Restricted Securities affected thereby special dividends at a per annum rate of 0.5% of the liquidation preference for any Registration Default Period. Following the cure of all Registration Defaults relating to any Transfer Restricted Securities, the accrual of Special Dividends with respect to such Transfer Restricted Securities shall cease ("without in any way limiting the effect of any subsequent Registration Default). A Registration Default under clause 7(a)(i) above shall be cured on the date that the Shelf Registration Statement is declared effective by the Commission. A Registration Default under clause 7(a)(ii) above shall be cured on the date the Shelf Registration Statement is declared effective or becomes usable and the Electing Holders are provided notice thereof. (c) Special Dividends") which will accrue and , if paid in cash, shall be payable semi-annually ----------------- paid by the Issuer to the record holders of Transfer Restricted Securities on each Dividend Payment Date by mailing checks to their registered addresses as they appear in the Securities register if no such accounts have been specified on or before the Dividend Payment Date; provided that any Special Dividends accrued with respect to any Securities or portion thereof called for redemption on a redemption date or converted into Common Stock on a conversion date prior to the Dividend Payment Date, shall, in any such event, be paid instead to the holder that submitted such Securities for redemption or conversion on the Preferred Stock (applicable redemption date or per such number of Preferred Stock Shares then issuable upon exercise of or in respect of the Preferred Stock) in addition to the stated dividends on the Preferred Stock (or per such number of Preferred Stock Shares then issuable upon exercise of or in respect of the Preferred Stock)conversion date, as the case may be, from and including on such date (promptly following the date such Registration Default occurs to, but excluding, the date on which (1) the Shelf Registration Statement is filedconversion date, in the case of (i) above, (2) the Shelf Registration Statement is declared effective, in the case conversion of (ii) above, or (3) a post- effective amendment Securities). Each obligation to the Registration Statement or an additional Registration Statement is filed that causes the Shelf Registration Statement to again be declared effective or made usable, in the case of (iii) above. During the time that Special Dividends are accruing continuously, the rate of such pay Special Dividends shall be 0.50% per annum during deemed to commence accruing on the first 90-day period and shall increase by 0.25% per annum for each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum in the aggregate regardless date of the number of applicable Registration Defaults. If, after the cure of Default and to cease accruing when all Registration Defaults then in effect, there is a subsequent Registration Default, the have been cured. (d) All Special Dividend rate for such subsequent Registration Default shall initially be 0.25%, regardless of the Special Dividend rate in effect Dividends with respect to any prior Registration Default at the time of the cure of Transfer Restricted Securities, that remain unpaid when such Registration Default. All accrued Special Dividends Securities cease to be Transfer Restricted Securities or cease to be outstanding, shall be paid to the Holders entitled thereto, in the manner provided for the payment of dividends as set forth in the Bye-Laws. All remain unpaid obligations of the Company set forth in this paragraph that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive Issuer until such time as all such obligations with respect to such Registrable Security shall they have been satisfied paid in full.

Special Dividends. If (i) the Registration Statement required by this Agreement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Registration Statement has not been declared effective by the Commission on or prior to the Effectiveness Deadline, or (iii) the Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except in the circumstances specified in Section 4) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iii), a "Registration Default"), then the Company hereby -------------------- agrees to pay to each Holder of Registrable Securities affected thereby special dividends ("Special Dividends") which will accrue and be payable semi-annually ----------------- on the Preferred Stock (or per such number of Preferred Stock Shares then issuable upon exercise of or in respect of the Preferred Stock) (in addition to the stated dividends on the Preferred Stock (or per such number of Preferred Stock Shares then issuable upon exercise of or in respect of the Preferred Stock), as the case may be, from and including the date such Registration Default occurs to, but excluding, the date on which (1) the Shelf Registration Statement is filed, in the case of (i) above, (2) the Shelf Registration Statement is declared effective, in the case of (ii) above, or (3) a post- effective amendment to the Registration Statement or an additional Registration Statement is filed that causes the Shelf Registration Statement to again be declared effective or made usable, in the case of (iii) above. During the time that Special Dividends are accruing continuously, the rate of such Special Dividends shall be 0.50% per annum during the first 90-day period and shall increase by 0.25% per annum for each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum in the aggregate regardless of the number of Registration Defaults. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the Special Dividend rate for such subsequent Registration Default shall initially be 0.25%, regardless of the Special Dividend rate in effect with respect to any prior Registration Default at the time of the cure of such Registration Default. All accrued Special Dividends shall be paid to the Holders entitled thereto, in the manner provided for the payment of dividends as set forth in the Bye-Laws. All obligations of the Company set forth in this paragraph that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full.