Common use of Special Rights Upon a Fundamental Change Clause in Contracts

Special Rights Upon a Fundamental Change. (a) A Holder shall have the right, in connection with any Fundamental Change, to convert shares of Series A Preferred Stock in accordance with Section 8 for that number of shares of Common Stock set forth in Section 5(b) at any time during the period (the “Fundamental Change Conversion Period”) beginning at the Open of Business on the Trading Day immediately following the Effective Date of a Fundamental Change and ending at the Close of Business on the 20th Trading Day immediately following such Effective Date (or (x) if earlier, the Mandatory Conversion Date, if applicable, or (y) if later, as extended by Section 5(d)) (such end date, the “Special Rights End Date”), subject to the provisions of this Section 5. (b) If a Holder converts shares of its Series A Preferred Stock pursuant to this Section 5 during the Fundamental Change Conversion Period, the Corporation shall deliver to such converting Holder, for each share of Series A Preferred Stock surrendered for conversion, a number of shares of Common Stock equal to the sum of (A) the Conversion Rate and (B) the Make-Whole Premium determined pursuant to Section 5(f), if any. In addition, each Holder that converts shares of its Series A Preferred Stock pursuant to this Section 5, in addition to the number of shares of Common Stock issuable upon conversion pursuant to this Section 5(b) shall, on any conversion date during the Fundamental Change Conversion Period, have the right to receive an amount equal to any accumulated and unpaid dividends on such converted shares, whether or not declared prior to that date, for all prior dividend periods ending on or prior to the Dividend Payment Date immediately preceding (or, if applicable, ending on) the conversion date (other than previously declared dividends payable to Holders of record as of a prior date), provided that the Corporation is then legally permitted to pay such dividends. The amount payable in respect of such dividends will be paid, at the Corporation’s sole election, either: (i) in cash, (ii) by delivery of shares of Common Stock or (iii) through a combination of cash and shares of Common Stock. If the Corporation elects to issue shares of Common Stock pursuant to this Section 5(b) in respect of any accrued and unpaid dividends on Series A Preferred Stock, the number of shares of Common Stock to be so issued will be determined by (x) first, determining the number of shares of Series A Preferred Stock that would be issuable pursuant to Section 4(b) in respect to such dividend (or partial dividend) and (y) second, determining the number of shares of Common Stock that would be issuable upon conversion pursuant to the first sentence of this Section 5(b) of such number of shares of Series A Preferred Stock. (c) For any shares of Series A Preferred Stock that are converted pursuant to this Section 5 during the Fundamental Change Conversion Period, subject to the limitations described herein, the Corporation shall have the right to pay the Make-Whole Premium, in its sole discretion, (i) in cash; (ii) by delivery of shares of Common Stock; or (iii) by delivery of any combination of cash and shares of Common Stock. Except to the extent the Corporation elects to make all or any portion of such payment in shares of Common Stock, the Corporation will pay the Make-Whole Premium on the Series A Preferred Stock in cash. (d) The Corporation shall give notice (a “Fundamental Change Notice”) of each Fundamental Change to all Holders no later than fifteen (15) Business Days prior to the anticipated Effective Date of the Fundamental Change or, if such prior notice is not practicable, no later than two (2) Business Days after such Fundamental Change. If the Corporation notifies Holders of a Fundamental Change later than the 15th Business Day prior to the actual Effective Date of such Fundamental Change, the Fundamental Change Conversion Period will be extended by a number of days equal to the number of days from, and including, the 15th Business Day prior to the Effective Date of such Fundamental Change to, but not including, the date of the notice; provided that the Fundamental Change Conversion Period will not be extended beyond the Mandatory Conversion Date, if applicable. (e) The Fundamental Change Notice shall be given in any manner compliant with the procedures of the Depository in effect at such time to each Holder on the date such notice is given. The Fundamental Change Notice shall state (i) the anticipated Effective Date of such Fundamental Change, (ii) the Special Rights End Date, (iii) the name and address of the Transfer Agent and (iv) the procedures that Holders must follow to exercise their conversion right pursuant to this Section 5. (f) The number of additional shares of Common Stock, if any, to be added to the Conversion Rate per share of Series A Preferred Stock in connection with a Fundamental Change pursuant to Section 5(b) above (the “Make-Whole Premium”) shall be determined by reference to the table below, based on the Effective Date and the Stock Price with respect to such Fundamental Change. Stock Price1 [●], 2017 9.1973 8.4980 7.9826 7.1075 5.5168 4.4435 3.6585 2.5755 0.5575 0.0821 [●], 2018 9.1973 6.1798 5.6609 4.8435 3.5501 2.8149 2.3235 1.6715 0.4115 0.0648 [●], 2019 9.1973 4.3162 3.5217 2.0995 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (g) The exact Stock Price and Effective Date may not be set forth on the table above, in which case: (i) if the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the Make-Whole Premium shall be determined by straight-line interpolation between the Make-Whole Premium set forth for the higher and lower Stock Prices or the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is in excess of $[●] per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate; and (iii) if the Stock Price is less than $[●] per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate. (h) Whenever any provision of this Certificate of Designations requires the Corporation to calculate the Closing Sale Prices or the Stock Prices for purposes of determining any Make-Whole Premium in connection with a Fundamental Change, the Board shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Record Date of the event occurs, at any time during the period when such Closing Sale Prices or Stock Prices are to be calculated.

Special Rights Upon a Fundamental Change. (aA) A Holder shall have The Corporation must give notice (a “Fundamental Change Notice”) of each Fundamental Change to all Holders, by the right, later of 20 Business Days prior to the anticipated Fundamental Change Effective Date (determined in connection with any good faith by the Board) of the Fundamental Change and the first public disclosure by the Corporation of the anticipated Fundamental Change. In addition, the Corporation must give notice announcing the Fundamental Change Effective Date and other matters specified pursuant to convert Section 12(E). (B) If a Holder converts its shares of Series A Class N Preferred Stock in accordance with Section 8 for that number of shares of Common Stock set forth in Section 5(b) at any time during the period (the “Fundamental Change Conversion Period”) beginning at the Open opening of Business business on the Trading Day immediately following the Fundamental Change Effective Date in respect of a such Fundamental Change and ending at the Close close of Business business on the 20th 30th Trading Day immediately following such Fundamental Change Effective Date (or (x) if earlier, the Mandatory Conversion Date, if applicable, or (y) if later, as extended by Section 5(d)) (such end date, the “Special Rights End Fundamental Change Expiration Date”), subject the Holder shall automatically receive, with respect to each converted share of Class N Preferred Stock, the provisions greater of: (i) the sum of this (a) a number of shares of Common Stock, as calculated pursuant to Section 5. 7(A) and (b) If a Holder converts shares of its Series A Preferred Stock the Make-Whole Premium, if any, pursuant to this Section 5 during the Fundamental Change Conversion Period, the Corporation shall deliver to such converting Holder, for each share of Series A Preferred Stock surrendered for conversion, 12; and (ii) a number of shares of Common Stock equal to the sum lesser of (Aa) the Liquidation Preference divided by the Market Value of the Common Stock as of the Fundamental Change Effective Date and (b) [5,281.6]8 (subject to adjustment in the same manner as the Conversion Rate and (B) the Make-Whole Premium determined pursuant to Section 5(f7(D)). 8 To be equal to the Conversion Rate applicable to this provision of the RPT Series D Preferred Shares as of the closing, if anymultiplied by (x) the Exchange Ratio and (y) 1,000. The number above is calculated based on the Conversion Rate as of the date of the Merger Agreement. In addition, each Holder that converts shares of its Series A Preferred Stock pursuant to this Section 5, in addition to the number of shares of Common Stock issuable upon conversion pursuant to this Section 5(b) shall, of each share of Class N Preferred Stock at the option of the Holder on any conversion date Conversion Date during the Fundamental Change Conversion Periodperiod referred to in the previous sentence, each converting Holder will have the right to receive an amount equal to any accumulated all Accumulated Dividends and unpaid dividends Accrued Dividends on such converted sharesshares of Class N Preferred Stock, whether or not declared prior to that date, for all prior dividend periods ending on or prior to the Dividend Payment Date immediately preceding (or, if applicable, ending on) the conversion date Conversion Date (other than previously declared dividends on the Class N Preferred Stock payable to Holders of record as of a prior date), provided that the Corporation is then legally permitted to pay such dividends. The amount payable in respect of such dividends will be paid, at the Corporation’s sole election, either: (i) paid in cash, . (iiC) by delivery In lieu of shares of Common Stock or (iii) through a combination of cash and shares of Common Stock. If the Corporation elects to issue shares of Common Stock pursuant to this Section 5(b) in respect of any accrued and unpaid dividends on Series A Preferred Stock, issuing the number of shares of Common Stock to be so issued will be determined by (x) first, determining the number of shares of Series A Preferred Stock that would be issuable pursuant to Section 4(b) in respect to such dividend (or partial dividend) and (y) second, determining the number of shares of Common Stock that would be issuable upon conversion pursuant to Section 11(B), the first sentence Corporation may, at its option, make a cash payment equal to the Market Value determined for the period ending on the Fundamental Change Effective Date for each such share of this Section 5(b) of such number of shares of Series A Preferred StockCommon Stock otherwise issuable upon conversion. (cD) For any shares of Series A Preferred Stock that are converted pursuant to this Section 5 during On or before the Fundamental Change Conversion Period, subject to the limitations described herein, the Corporation shall have the right to pay the Make-Whole Premium, in its sole discretion, (i) in cash; (ii) by delivery of shares of Common Stock; or (iii) by delivery of any combination of cash and shares of Common Stock. Except to the extent the Corporation elects to make all or any portion of such payment in shares of Common Stock, the Corporation will pay the Make-Whole Premium on the Series A Preferred Stock in cash. (d) The Corporation shall give notice (a “Fundamental Change Notice”) of each Fundamental Change to all Holders no later than fifteen (15) Business Days prior to the anticipated Effective Date of the Fundamental Change or, if such prior notice is not practicable, no later than two (2) Business Days after such Fundamental Change. If the Corporation notifies Holders of a Fundamental Change later than the 15th Business Day prior to the actual Effective Date of such Fundamental Change, the Fundamental Change Conversion Period will be extended by a number of days equal to the number of days from, and including, the 15th Business Day prior to the Effective Date of such Fundamental Change to, but not including, the date of the notice; provided that the Fundamental Change Conversion Period will not be extended beyond the Mandatory Conversion Expiration Date, if applicable. (e) The Fundamental Change Notice shall be given in any manner compliant with the procedures of the Depository in effect at such time to each Holder on the date such notice is given. The Fundamental Change Notice shall state (i) the anticipated Effective Date of such Fundamental Change, (ii) the Special Rights End Date, (iii) the name and address of the Transfer Agent and (iv) the procedures that Holders must follow wishing to exercise their its conversion right pursuant to this Section 511 shall comply with the procedures specified in Section 7(B). (f) The number of additional shares of Common Stock, if any, to be added to the Conversion Rate per share of Series A Preferred Stock in connection with a Fundamental Change pursuant to Section 5(b) above (the “Make-Whole Premium”) shall be determined by reference to the table below, based on the Effective Date and the Stock Price with respect to such Fundamental Change. Stock Price1 [●], 2017 9.1973 8.4980 7.9826 7.1075 5.5168 4.4435 3.6585 2.5755 0.5575 0.0821 [●], 2018 9.1973 6.1798 5.6609 4.8435 3.5501 2.8149 2.3235 1.6715 0.4115 0.0648 [●], 2019 9.1973 4.3162 3.5217 2.0995 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (g) The exact Stock Price and Effective Date may not be set forth on the table above, in which case: (i) if the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the Make-Whole Premium shall be determined by straight-line interpolation between the Make-Whole Premium set forth for the higher and lower Stock Prices or the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is in excess of $[●] per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate; and (iii) if the Stock Price is less than $[●] per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate. (h) Whenever any provision of this Certificate of Designations requires the Corporation to calculate the Closing Sale Prices or the Stock Prices for purposes of determining any Make-Whole Premium in connection with a Fundamental Change, the Board shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Record Date of the event occurs, at any time during the period when such Closing Sale Prices or Stock Prices are to be calculated.

Special Rights Upon a Fundamental Change. (a) A Holder shall have the right, in connection with any Fundamental Change, to convert shares of Series A B Preferred Stock in accordance with Section 8 9 for that number of shares of Common Stock set forth in Section 5(b) at any time during the period (the “Fundamental Change Conversion Period”) beginning Period”)beginning at the Open of Business on the Trading Day immediately following the Effective Date of a Fundamental Change and ending at the Close of Business on the 20th Trading Day immediately following such Effective Date (or (x) if earlier, the Mandatory Conversion Date, if applicable, or (y) if later, as extended by Section 5(d)) (such end date, the “Special Rights End Date”), subject to the provisions of this Section 5. (b) If a Holder converts shares of its Series A B Preferred Stock pursuant to this Section 5 during the Fundamental Change Conversion Period, the Corporation shall deliver to such converting Holder, for each share of Series A B Preferred Stock surrendered for conversion, a number of shares of Common Stock equal to the sum of (A) the Conversion Rate and (B) the Make-Whole Premium determined pursuant to Section 5(f), if any. In addition, each Holder that converts shares of its Series A B Preferred Stock pursuant to this Section 5, in addition to the number of shares of Common Stock issuable upon conversion pursuant to this Section 5(b) shall, on any conversion date during the Fundamental Change Conversion Period, have the right to receive an amount equal to any accumulated and unpaid dividends on such converted shares, whether or not declared prior to that date, for all prior dividend periods ending on or prior to the Dividend Payment Date immediately preceding (or, if applicable, ending on) the conversion date (other than previously declared dividends payable to Holders of record as of a prior date), provided that the Corporation is then legally permitted to pay such dividends. The amount payable in respect of such dividends will be paid, at the Corporation’s sole election, either: (i) paid in cash, (ii) by delivery of shares of Common Stock or (iii) through a combination of cash and shares of Common Stock. If the Corporation elects to issue shares of Common Stock pursuant to this Section 5(b) in respect of any accrued and unpaid dividends on Series A Preferred Stock, the number of shares of Common Stock to be so issued will be determined by (x) first, determining the number of shares of Series A Preferred Stock that would be issuable pursuant to Section 4(b) in respect to such dividend (or partial dividend) and (y) second, determining the number of shares of Common Stock that would be issuable upon conversion pursuant to the first sentence of this Section 5(b) of such number of shares of Series A Preferred Stock. (c) For any shares of Series A B Preferred Stock that are converted pursuant to this Section 5 during the Fundamental Change Conversion Period, subject to the limitations described herein, the Corporation shall have the right to pay the Make-Whole Premium, in its sole discretion, (i) in cash; (ii) by delivery of shares of Common Stock; or (iii) by delivery of any combination of cash and shares of Common Stock. Except to the extent the Corporation elects to make all or any portion of such payment in shares of Common Stock, the Corporation will pay the Make-Whole Premium on the Series A B Preferred Stock in cash. (d) The Corporation shall give notice (a “Fundamental Change Notice”) of each Fundamental Change to all Holders no later than fifteen (15) 15 Business Days prior to the anticipated Effective Date of the Fundamental Change or, if such prior notice is not practicable, no later than two (2) Business Days after such Fundamental Change. If the Corporation notifies Holders of a Fundamental Change later than the 15th Business Day prior to the actual Effective Date of such Fundamental Change, the Fundamental Change Conversion Period will be extended by a number of days equal to the number of days from, and including, the 15th Business Day prior to the Effective Date of such Fundamental Change to, but not including, the date of the notice; provided that the Fundamental Change Conversion Period will not be extended beyond the Mandatory Conversion Date, if applicable. (e) The Fundamental Change Notice shall be given in any manner compliant with the procedures of the Depository in effect at such time to each Holder on the date such notice is given. The Fundamental Change Notice shall state (i) the anticipated Effective Date of such Fundamental Change, ; (ii) the Special Rights End Date, ; (iii) the name and address of the Transfer Agent Agent; and (iv) the procedures that Holders must follow to exercise their conversion right pursuant to this Section 5. (f) The number of additional shares of Common Stock, if any, to be added to the Conversion Rate per share of Series A B Preferred Stock in connection with a Fundamental Change pursuant to Section 5(b) above (the “Make-Whole Premium”) shall be determined by reference to the table below, based on the Effective Date and the Stock Price with respect to such Fundamental Change. Stock Price1 [●]October 7, 2016 5.0792 4.5421 4.0295 3.4123 2.9813 2.3084 1.8714 1.4284 0.4384 0.0904 October 15, 2017 9.1973 8.4980 7.9826 7.1075 5.5168 4.4435 3.6585 2.5755 0.5575 0.0821 [●]5.0792 4.3857 3.8873 3.2861 2.8699 2.2184 1.7969 1.3724 0.4211 0.0854 October 15, 2018 9.1973 6.1798 5.6609 4.8435 3.5501 2.8149 2.3235 1.6715 0.4115 0.0648 [●]5.0792 4.1530 3.6672 3.0861 2.6870 2.0684 1.6728 1.2744 0.3904 0.0784 October 15, 2019 9.1973 4.3162 3.5217 2.0995 5.0792 3.8221 3.3421 2.7784 2.3956 1.8184 1.4560 1.1004 0.3344 0.0644 October 15, 2020 5.0792 3.4293 2.9290 2.3446 1.9613 1.4009 1.0745 0.7804 0.2264 0.0394 October 15, 2021 and thereafter 5.0792 3.1675 2.5904 1.8830 1.3870 0.6309 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000Annex A - 11 (1) The Stock Prices set forth in the table above shall be adjusted as of any date on which the Conversion Rate is adjusted. The adjusted Stock Prices shall be equal to the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares in the table above will be adjusted in the same manner and at the same time as the Conversion Rate as set forth under Section 9. (g) The exact Stock Price and Effective Date may not be set forth on the table above, in which case: (i) if the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the Make-Whole Premium shall be determined by straight-line interpolation between the Make-Whole Premium set forth for the higher and lower Stock Prices or the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is in excess of $[●] 100.00 per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate; and (iii) if the Stock Price is less than $[●] 25.68 per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate. (h) Whenever any provision of this Certificate of Designations requires the Corporation to calculate the Closing Sale Prices or the Stock Prices for purposes of determining any Make-Whole Premium in connection with a Fundamental Change, the Board shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Record Date of the event occurs, at any time during the period when such Closing Sale Prices or Stock Prices are to be calculated.

Special Rights Upon a Fundamental Change. (a) A Holder shall have the right, in connection with any Fundamental Change, to convert shares of Series A B Preferred Stock in accordance with Section 8 9 for that number of shares of Common Stock set forth in Section 5(b) at any time during the period (the “Fundamental Change Conversion Period”) beginning Period”)beginning at the Open of Business on the Trading Day immediately following the Effective Date of a Fundamental Change and ending at the Close of Business on the 20th Trading Day immediately following such Effective Date (or (x) if earlier, the Mandatory Conversion Date, if applicable, or (y) if later, as extended by Section 5(d)) (such end date, the “Special Rights End Date”), subject to the provisions of this Section 5. (b) If a Holder converts shares of its Series A B Preferred Stock pursuant to this Section 5 during the Fundamental Change Conversion Period, the Corporation shall deliver to such converting Holder, for each share of Series A B Preferred Stock surrendered for conversion, a number of shares of Common Stock equal to the sum of (A) the Conversion Rate and (B) the Make-Whole Premium determined pursuant to Section 5(f), if any. In addition, each Holder that converts shares of its Series A B Preferred Stock pursuant to this Section 5, in addition to the number of shares of Common Stock issuable upon conversion pursuant to this Section 5(b) shall, on any conversion date during the Fundamental Change Conversion Period, have the right to receive an amount equal to any accumulated and unpaid dividends on such converted shares, whether or not declared prior to that date, for all prior dividend periods ending on or prior to the Dividend Payment Date immediately preceding (or, if applicable, ending on) the conversion date (other than previously declared dividends payable to Holders of record as of a prior date), provided that the Corporation is then legally permitted to pay such dividends. The amount payable in respect of such dividends will be paid, at the Corporation’s sole election, either: (i) paid in cash, (ii) by delivery of shares of Common Stock or (iii) through a combination of cash and shares of Common Stock. If the Corporation elects to issue shares of Common Stock pursuant to this Section 5(b) in respect of any accrued and unpaid dividends on Series A Preferred Stock, the number of shares of Common Stock to be so issued will be determined by (x) first, determining the number of shares of Series A Preferred Stock that would be issuable pursuant to Section 4(b) in respect to such dividend (or partial dividend) and (y) second, determining the number of shares of Common Stock that would be issuable upon conversion pursuant to the first sentence of this Section 5(b) of such number of shares of Series A Preferred Stock. (c) For any shares of Series A B Preferred Stock that are converted pursuant to this Section 5 during the Fundamental Change Conversion Period, subject to the limitations described herein, the Corporation shall have the right to pay the Make-Whole Premium, in its sole discretion, (i) in cash; (ii) by delivery of shares of Common Stock; or (iii) by delivery of any combination of cash and shares of Common Stock. Except to the extent the Corporation elects to make all or any portion of such payment in shares of Common Stock, the Corporation will pay the Make-Whole Premium on the Series A B Preferred Stock in cash. (d) The Corporation shall give notice (a “Fundamental Change Notice”) of each Fundamental Change to all Holders no later than fifteen (15) 15 Business Days prior to the anticipated Effective Date of the Fundamental Change or, if such prior notice is not practicable, no later than two (2) Business Days after such Fundamental Change. If the Corporation notifies Holders of a Fundamental Change later than the 15th Business Day prior to the actual Effective Date of such Fundamental Change, the Fundamental Change Conversion Period will be extended by a number of days equal to the number of days from, and including, the 15th Business Day prior to the Effective Date of such Fundamental Change to, but not including, the date of the notice; provided that the Fundamental Change Conversion Period will not be extended beyond the Mandatory Conversion Date, if applicable. (e) The Fundamental Change Notice shall be given in any manner compliant with the procedures of the Depository in effect at such time to each Holder on the date such notice is given. The Fundamental Change Notice shall state (i) the anticipated Effective Date of such Fundamental Change, ; (ii) the Special Rights End Date, ; (iii) the name and address of the Transfer Agent Agent; and (iv) the procedures that Holders must follow to exercise their conversion right pursuant to this Section 5. (f) The number of additional shares of Common Stock, if any, to be added to the Conversion Rate per share of Series A B Preferred Stock in connection with a Fundamental Change pursuant to Section 5(b) above (the “Make-Whole Premium”) shall be determined by reference to the table below, based on the Effective Date and the Stock Price with respect to such Fundamental Change. Stock Price1 [●]Effective Date $25.68 $27.50 $29.53 $32.50 $35.00 $40.00 $44.30 $50.00 $75.00 $100.00 October 7, 2016 5.0792 4.5421 4.0295 3.4123 2.9813 2.3084 1.8714 1.4284 0.4384 0.0904 October 15, 2017 9.1973 8.4980 7.9826 7.1075 5.5168 4.4435 3.6585 2.5755 0.5575 0.0821 [●]5.0792 4.3857 3.8873 3.2861 2.8699 2.2184 1.7969 1.3724 0.4211 0.0854 October 15, 2018 9.1973 6.1798 5.6609 4.8435 3.5501 2.8149 2.3235 1.6715 0.4115 0.0648 [●]5.0792 4.1530 3.6672 3.0861 2.6870 2.0684 1.6728 1.2744 0.3904 0.0784 October 15, 2019 9.1973 4.3162 3.5217 2.0995 0.0000 0.0000 5.0792 3.8221 3.3421 2.7784 2.3956 1.8184 1.4560 1.1004 0.3344 0.0644 October 15, 2020 5.0792 3.4293 2.9290 2.3446 1.9613 1.4009 1.0745 0.7804 0.2264 0.0394 October 15, 2021 and thereafter 5.0792 3.1675 2.5904 1.8830 1.3870 0.6309 0.0000 0.0000 0.0000 0.0000 (1) The Stock Prices set forth in the table above shall be adjusted as of any date on which the Conversion Rate is adjusted. The adjusted Stock Prices shall be equal to the Stock Prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares in the table above will be adjusted in the same manner and at the same time as the Conversion Rate as set forth under Section 9. (g) The exact Stock Price and Effective Date may not be set forth on the table above, in which case: (i) if the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the Make-Whole Premium shall be determined by straight-line interpolation between the Make-Whole Premium set forth for the higher and lower Stock Prices or the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is in excess of $[●] 100.00 per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate; and (iii) if the Stock Price is less than $[●] 25.68 per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate. (h) Whenever any provision of this Certificate of Designations requires the Corporation to calculate the Closing Sale Prices or the Stock Prices for purposes of determining any Make-Whole Premium in connection with a Fundamental Change, the Board shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Record Date of the event occurs, at any time during the period when such Closing Sale Prices or Stock Prices are to be calculated.

Special Rights Upon a Fundamental Change. If a holder converts its Convertible Preferred Stock at any time beginning at the opening of business on the trading day immediately following the effective date of a fundamental change (a) A Holder shall have the right, in connection with any as described under “Description of Preferred Stock — Special Rights Upon a Fundamental Change”) and ending at the close of business on the 30th trading day immediately following such effective date, to convert the holder will automatically receive a number of shares of Series A our common stock equal to the greater of: • the sum of (i) a number of shares of our common stock, as described under “Description of Preferred Stock — Conversion Rights” in accordance with Section 8 the Preliminary Prospectus Supplement and subject to adjustment as described under “Description of Preferred Stock — Conversion Price Adjustment” in the Preliminary Prospectus Supplement and (ii) the make-whole premium, if any, described below under “Determination of the Make-Whole Premium”; and • a number of shares of our common stock calculated by reference to an adjusted conversion price equal to the greater of (i) the volume weighted average price of our common stock for ten days preceding the effective date of a fundamental change and (ii) $24.63. Mandatory Conversion: At any time on or after June 15, 2013, we may at our option cause all outstanding shares of the Convertible Preferred Stock to be automatically converted into that number of shares of Common Stock set forth in Section 5(b) at any time during the period (the “Fundamental Change Conversion Period”) beginning at the Open of Business on the Trading Day immediately following the Effective Date of a Fundamental Change and ending at the Close of Business on the 20th Trading Day immediately following such Effective Date (or (x) if earlier, the Mandatory Conversion Date, if applicable, or (y) if later, as extended by Section 5(d)) (such end date, the “Special Rights End Date”), subject to the provisions of this Section 5. (b) If a Holder converts shares of its Series A Preferred Stock pursuant to this Section 5 during the Fundamental Change Conversion Period, the Corporation shall deliver to such converting Holder, common stock for each share of Series A Convertible Preferred Stock surrendered equal to $100 divided by the then-prevailing conversion price if the closing price of our common stock equals or exceeds 120% of the then-prevailing conversion price for conversionat least 20 trading days in a period of 30 consecutive trading days, including the last trading day of such 30-day period, ending on the trading day prior to our issuance of a press release announcing the mandatory conversion as described under “Description of Preferred Stock—Mandatory Conversion” in the Preliminary Prospectus Supplement. Determination of the Make-Whole Premium: If you elect to convert your shares of Convertible Preferred Stock upon the occurrence of a fundamental change, in certain circumstances, you will be entitled to receive, in addition to a number of shares of Common Stock equal to the sum of (A) common stock issuable upon conversion based on the Conversion Rate and (B) the Make-Whole Premium determined pursuant to Section 5(f)Price, if any. In addition, each Holder that converts shares of its Series A Preferred Stock pursuant to this Section 5, in addition to the an additional number of shares of Common common stock per share of Convertible Preferred Stock issuable (the “additional shares” or the “make-whole premium”) upon conversion pursuant to this Section 5(b) shall, on any conversion date during the Fundamental Change Conversion Period, have the right to receive an amount equal to any accumulated and unpaid dividends on such converted shares, whether or not declared prior to that date, for all prior dividend periods ending on or prior to the Dividend Payment Date immediately preceding (or, if applicable, ending on) the conversion date (other than previously declared dividends payable to Holders as described under “Description of record as of a prior date), provided that the Corporation is then legally permitted to pay such dividends. The amount payable in respect of such dividends will be paid, at the Corporation’s sole election, either: (i) in cash, (ii) by delivery of shares of Common Stock or (iii) through a combination of cash and shares of Common Stock. If the Corporation elects to issue shares of Common Stock pursuant to this Section 5(b) in respect of any accrued and unpaid dividends on Series A Preferred Stock, the number —Determination of shares of Common Stock to be so issued will be determined by (x) first, determining the number of shares of Series A Preferred Stock that would be issuable pursuant to Section 4(b) in respect to such dividend (or partial dividend) and (y) second, determining the number of shares of Common Stock that would be issuable upon conversion pursuant to the first sentence of this Section 5(b) of such number of shares of Series A Preferred Stock. (c) For any shares of Series A Preferred Stock that are converted pursuant to this Section 5 during the Fundamental Change Conversion Period, subject to the limitations described herein, the Corporation shall have the right to pay the Make-Whole Premium” in the Preliminary Prospectus Supplement. The following table sets forth the stock price paid, or deemed paid, per share of WLL common stock in its sole discretion, (i) in cash; (ii) by delivery of shares of Common Stock; or (iii) by delivery of any combination of cash and shares of Common Stock. Except to a transaction that constitutes the extent the Corporation elects to make all or any portion of such payment in shares of Common Stockfundamental change, the Corporation will pay effective date and the Makemake-Whole Premium on the Series A Preferred Stock in cash. whole premium (d) The Corporation shall give notice (a “Fundamental Change Notice”) of each Fundamental Change to all Holders no later than fifteen (15) Business Days prior to the anticipated Effective Date of the Fundamental Change or, if such prior notice is not practicable, no later than two (2) Business Days after such Fundamental Change. If the Corporation notifies Holders of a Fundamental Change later than the 15th Business Day prior to the actual Effective Date of such Fundamental Change, the Fundamental Change Conversion Period will be extended by expressed as a number of days equal to the number of days from, and including, the 15th Business Day prior to the Effective Date of such Fundamental Change to, but not including, the date of the notice; provided that the Fundamental Change Conversion Period will not be extended beyond the Mandatory Conversion Date, if applicable. (eadditional shares) The Fundamental Change Notice shall be given in any manner compliant with the procedures of the Depository in effect at such time to each Holder on the date such notice is given. The Fundamental Change Notice shall state (i) the anticipated Effective Date of such Fundamental Change, (ii) the Special Rights End Date, (iii) the name and address of the Transfer Agent and (iv) the procedures that Holders must follow to exercise their conversion right pursuant to this Section 5. (f) The number of additional shares of Common Stock, if any, to be added to the Conversion Rate per share of Series A Preferred Stock paid upon a conversion in connection with a Fundamental Change pursuant to Section 5(b) above (the “Make-Whole Premium”) shall be determined by reference to the table belowfundamental change: June 23, based on the Effective Date 2009 0.4030 0.3723 0.3464 0.3103 0.2864 0.2660 0.2482 0.2128 0.1862 0.1655 0.1489 0.1191 0.0973 June 15, 2010 0.4030 0.3607 0.3279 0.2897 0.2595 0.2372 0.2195 0.1849 0.1595 0.1399 0.1242 0.0960 0.0772 June 15, 2011 0.4030 0.2948 0.2609 0.2254 0.1966 0.1771 0.1633 0.1372 0.1187 0.1044 0.0931 0.0727 0.0591 June 15, 2012 0.4030 0.2291 0.1865 0.1491 0.1156 0.0972 0.0878 0.0726 0.0626 0.0549 0.0488 0.0377 0.0305 June 15, 2013 and the Stock Price with respect to such Fundamental Change. Stock Price1 [●], 2017 9.1973 8.4980 7.9826 7.1075 5.5168 4.4435 3.6585 2.5755 0.5575 0.0821 [●], 2018 9.1973 6.1798 5.6609 4.8435 3.5501 2.8149 2.3235 1.6715 0.4115 0.0648 [●], 2019 9.1973 4.3162 3.5217 2.0995 thereafter 0.4030 0.1967 0.1443 0.0900 0.0203 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 (g) The exact Stock Price and Effective Date may not be set forth on the table above, in which case: (i) if the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the Make-Whole Premium shall be determined by straight-line interpolation between the Make-Whole Premium set forth for the higher and lower Stock Prices or the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is in excess of $[●] per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate; and (iii) if the Stock Price is less than $[●] per share (subject to adjustment in the same manner as the Stock Prices), no Make-Whole Premium will be added to the Conversion Rate. (h) Whenever any provision of this Certificate of Designations requires the Corporation to calculate the Closing Sale Prices or the Stock Prices for purposes of determining any Make-Whole Premium in connection with a Fundamental Change, the Board shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Record Date of the event occurs, at any time during the period when such Closing Sale Prices or Stock Prices are to be calculated.