Common use of Terms of Rights Offering Clause in Contracts

Terms of Rights Offering. In connection with the Rights Offering, BFE Corp. shall distribute at no charge to each of the record holders (the “Eligible Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp. (“Common Stock”) non-transferable subscription rights (the “Rights”) to purchase Depositary Shares representing 2,000,000 shares of Series A Non-Voting Convertible Preferred Stock. Each share of Series A Non-Voting Convertible Preferred Stock shall be convertible upon the terms described in Exhibit A to this Letter Agreement into that number of shares of Common Stock equal to the quotient obtained by dividing the total number of Depositary Shares actually purchased in the Rights Offering (by the Eligible Common Stockholders) and pursuant to the Backstop Commitment (by the Backstop Parties) by 2,000,000 (the “Conversion Ratio”). Upon conversion of the Series A Non-Voting Convertible Preferred Stock, each Depositary Share shall entitle the holder thereof to receive one share of Common Stock and, upon the distribution of one share of Common Stock to the holder of each such Depositary Share, each such Depositary Share shall be automatically cancelled and have no further value. All Eligible Common Stockholders shall be eligible to participate in the Rights Offering by receiving Rights pro rata based on each Eligible Common Stockholder’s ownership of Common Stock at the record date for the Rights Offering, and each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for unsubscribed Rights in an amount equal to up to 100% of its pro rata share of Rights (the “Over-Subscription Privileges”). For purposes of this paragraph, “pro rata” shall mean (x) the aggregate number of shares of Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of Common Stock outstanding. If and to the extent that the Backstop Parties determine, in their sole discretion after consultation with BFE Corp., that the exercise of the Over-Subscription Privileges would result in adverse tax, legal or regulatory consequences to BFE Corp. or any of the Backstop Parties, BFE Corp. may reduce or eliminate, pro rata for all holders of Rights, exercise of Over-Subscription Privileges.

Terms of Rights Offering. a) In connection with the Rights Offering, BFE Corp. Community Shores shall distribute at no charge to each of the holders of Common Stock on the record holders date for the Rights Offering (collectively, the “Eligible Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp. (“Common Stock”) non-transferable subscription rights (the “Rights”) to purchase Depositary Shares representing 2,000,000 shares of Series A Non-Voting Convertible Preferred Stock. Each share of Series A Non-Voting Convertible Preferred Stock shall be convertible upon the terms described in Exhibit A to this Letter Agreement into that number of shares of Common Stock equal Stock, at a per share purchase price to be established by the quotient obtained Board of Directors of Community Shores, and agreed to by dividing the total number of Depositary Shares actually purchased Backstop Parties, in connection with the Rights Offering (by the Eligible Common Stockholders) and pursuant to the Backstop Commitment (by the Backstop Parties) by 2,000,000 (the “Conversion RatioRights Price”). Upon conversion of the Series A Non-Voting Convertible Preferred Stock, each Depositary Share shall entitle the holder thereof to receive one share of Common Stock and, upon the distribution of one share of Common Stock to the holder of each such Depositary Share, each such Depositary Share shall be automatically cancelled and have no further value. All Eligible Common Stockholders shall be eligible to participate in the Rights Offering by receiving Rights pro rata based on each Eligible Common Stockholder’s ownership of Common Stock at as of the record date for the Rights Offering. In addition, and each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for unsubscribed Rights in an amount equal to up to 100% a portion of its pro rata share any shares of Rights Common Stock that are not purchased by our other shareholders through the exercise of their basic subscription rights (the “Over-Subscription PrivilegesOversubscription Privilege”); provided that no Eligible Common Stockholder may acquire ownership of more than 4.99% of the outstanding Common Stock (after giving effect to the consummation of the Rights Offering, the Senior Debt Conversion, and Backstop Commitment), without prior consent of the Board of Directors of Community Shores. For purposes of this paragraphLetter Agreement, “pro rata” shall mean (x) the aggregate number of shares of Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of Common Stock outstanding, in each case, as of the record date for the Rights Offering. If Community Shores represents and warrants to the extent that the Backstop Parties determinethat the record date for the Rights Offering will be set as a date after the date of this Letter Agreement. b) Each Right shall entitle the holder thereof to acquire, in their sole discretion after consultation with BFE Corp.at a per share purchase price equal to the Rights Price, that a number of shares of Common Stock equal to (a) $6,550,000 divided by (b) the Rights Price divided by (c) the number of shares of Common Stock outstanding on the record date for the Rights Offering. The number of shares of Common Stock to be issued upon the exercise of all Rights distributed in the Over-Subscription Privileges would result Rights Offering shall equal $6,550,000 divided by the Rights Price (subject to adjustment for rounding, as set forth in adverse tax, legal or regulatory consequences to BFE Corp. or any the Registration Statement). c) The Backstop Parties understand and acknowledge that simultaneously with the consummation of the Backstop PartiesRights Offering, BFE Corp. may reduce Community Shores will issue to 1030 Norton LLC, shares of Common Stock in exchange for conversion of senior debt with a principal amount of $1,280,000 held by 1030 Norton at a conversion price per share equal to 75% of the Rights Price through a private placement (the “Senior Debt Conversion”). For the avoidance of doubt, (i) accrued and unpaid interest on such senior debt will be repaid in cash; and (ii) the shares issued in connection with the Senior Debt Conversion will not receive Rights in the Rights Offering and will not be considered in either the numerator or eliminate, denominator for purpose of calculating “pro rata for all holders of Rights, exercise of Over-Subscription Privilegesrata” participation rights in the Rights Offering in accordance with Section 2(a) above.

Terms of Rights Offering. a) In connection with the Rights Offering, BFE Corp. Community Shores shall distribute at no charge to each of the holders of Common Stock on the record holders date for the Rights Offering (collectively, the “Eligible Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp. (“Common Stock”) non-transferable subscription rights (the “Rights”) to purchase Depositary Shares representing 2,000,000 shares of Series A Non-Voting Convertible Preferred Stock. Each share of Series A Non-Voting Convertible Preferred Stock shall be convertible upon the terms described in Exhibit A to this Letter Agreement into that number of shares of Common Stock equal Stock, at a per share purchase price to be established by the quotient obtained Board of Directors of Community Shores, and agreed to by dividing the total number of Depositary Shares actually purchased Backstop Party, in connection with the Rights Offering (by the Eligible Common Stockholders) and pursuant to the Backstop Commitment (by the Backstop Parties) by 2,000,000 (the “Conversion RatioRights Price”). Upon conversion of the Series A Non-Voting Convertible Preferred Stock, each Depositary Share shall entitle the holder thereof to receive one share of Common Stock and, upon the distribution of one share of Common Stock to the holder of each such Depositary Share, each such Depositary Share shall be automatically cancelled and have no further value. All Eligible Common Stockholders shall be eligible to participate in the Rights Offering by receiving Rights pro rata based on each Eligible Common Stockholder’s ownership of Common Stock at as of the record date for the Rights Offering. In addition, and each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for unsubscribed Rights in an amount equal to up to 100% a portion of its pro rata share any shares of Rights Common Stock that are not purchased by our other shareholders through the exercise of their basic subscription rights (the “Over-Subscription PrivilegesOversubscription Privilege”); provided that no Eligible Common Stockholder may acquire ownership of more than 4.99% of the outstanding Common Stock (after giving effect to the consummation of the Rights Offering, the Senior Debt Conversion, and Backstop Commitment), without prior consent of the Board of Directors of Community Shores. For purposes of this paragraphLetter Agreement, “pro rata” shall mean (x) the aggregate number of shares of Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of Common Stock outstanding, in each case, as of the record date for the Rights Offering. If Community Shores represents and warrants to the extent Backstop Party that the Backstop Parties determinerecord date for the Rights Offering will be set as a date after the date of this Letter Agreement. b) Each Right shall entitle the holder thereof to acquire, in their sole discretion after consultation with BFE Corp.at a per share purchase price equal to the Rights Price, that a number of shares of Common Stock equal to (a) $6,550,000 divided by (b) the Rights Price divided by (c) the number of shares of Common Stock outstanding on the record date for the Rights Offering. The number of shares of Common Stock to be issued upon the exercise of all Rights distributed in the Over-Subscription Privileges would result Rights Offering shall equal $6,550,000 divided by the Rights Price (subject to adjustment for rounding, as set forth in adverse tax, legal or regulatory consequences to BFE Corp. or any the Registration Statement). c) The Backstop Party understands and acknowledges that simultaneously with the consummation of the Backstop PartiesRights Offering, BFE Corp. may reduce Community Shores will issue to 1030 Norton LLC, shares of Common Stock in exchange for conversion of senior debt with a principal amount of $1,280,000 held by 1030 Norton at a conversion price per share equal to 75% of the Rights Price through a private placement (the “Senior Debt Conversion”). For the avoidance of doubt, (i) accrued and unpaid interest on such senior debt will be repaid in cash; and (ii) the shares issued in connection with the Senior Debt Conversion will not receive Rights in the Rights Offering and will not be considered in either the numerator or eliminate, denominator for purpose of calculating “pro rata for all holders of Rights, exercise of Over-Subscription Privilegesrata” participation rights in the Rights Offering in accordance with Section 2(a) above.

Terms of Rights Offering. a) In connection with the Rights Offering, BFE Corp. Community Shores shall distribute at no charge to each of the holders of Common Stock on the record holders date for the Rights Offering (collectively, the “Eligible Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp. (“Common Stock”) non-transferable subscription rights (the “Rights”) to purchase Depositary Shares representing 2,000,000 shares of Series A Non-Voting Convertible Preferred Stock. Each share of Series A Non-Voting Convertible Preferred Stock shall be convertible upon the terms described in Exhibit A to this Letter Agreement into that number of shares of Common Stock equal Stock, at a per share purchase price to be established by the quotient obtained Board of Directors of Community Shores, and agreed to by dividing the total number of Depositary Shares actually purchased Backstop Party, in connection with the Rights Offering (by the Eligible Common Stockholders) and pursuant to the Backstop Commitment (by the Backstop Parties) by 2,000,000 (the “Conversion RatioRights Price”). Upon conversion of the Series A Non-Voting Convertible Preferred Stock, each Depositary Share shall entitle the holder thereof to receive one share of Common Stock and, upon the distribution of one share of Common Stock to the holder of each such Depositary Share, each such Depositary Share shall be automatically cancelled and have no further value. All Eligible Common Stockholders shall be eligible to participate in the Rights Offering by receiving Rights pro rata based on each Eligible Common Stockholder’s ownership of Common Stock at as of the record date for the Rights Offering. In addition, and each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for unsubscribed Rights in an amount equal to up to 100% a portion of its pro rata share any shares of Rights Common Stock that are not purchased by our other shareholders through the exercise of their basic subscription rights (the “Over-Subscription PrivilegesOversubscription Privilege”); provided that no Eligible Common Stockholder may acquire ownership of more than 4.99% of the outstanding Common Stock (after giving effect to the consummation of the Rights Offering, the Senior Debt Conversion, and the Minimum Purchase), without prior consent of the Board of Directors of Community Shores. For purposes of this paragraphLetter Agreement, “pro rata” shall mean (x) the aggregate number of shares of Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of Common Stock outstanding, in each case, as of the record date for the Rights Offering. If Community Shores represents and warrants to the extent Backstop Party that the Backstop Parties determinerecord date for the Rights Offering will be set as a date after the date of this Letter Agreement. b) Each Right shall entitle the holder thereof to acquire, in their sole discretion after consultation with BFE Corp.at a per share purchase price equal to the Rights Price, that a number of shares of Common Stock equal to (a) $6,550,000 divided by (b) the Rights Price divided by (c) the number of shares of Common Stock outstanding on the record date for the Rights Offering. The number of shares of Common Stock to be issued upon the exercise of all Rights distributed in the Over-Subscription Privileges would result Rights Offering shall equal $6,550,000 divided by the Rights Price (subject to adjustment for rounding, as set forth in adverse tax, legal or regulatory consequences to BFE Corp. or any the Registration Statement). c) The Backstop Party understands and acknowledges that simultaneously with the consummation of the Backstop PartiesRights Offering, BFE Corp. may reduce Community Shores will issue to 1030 Norton LLC, shares of Common Stock in exchange for conversion of senior debt with a principal amount of $1,280,000 held by 1030 Norton at a conversion price per share equal to 75% of the Rights Price through a private placement (the “Senior Debt Conversion”). For the avoidance of doubt, (i) accrued and unpaid interest on such senior debt will be repaid in cash; and (ii) the shares issued in connection with the Senior Debt Conversion will not receive Rights in the Rights Offering and will not be considered in either the numerator or eliminate, denominator for purpose of calculating “pro rata for all holders of Rights, exercise of Over-Subscription Privilegesrata” participation rights in the Rights Offering in accordance with Section 2(a) above.