Common use of Treatment of Excess Securities Clause in Contracts

Treatment of Excess Securities. (a) No Agent, employee or other agent of the Company shall record any Prohibited Conversion, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) of such Prohibited Conversion (the “Converting Holder”) shall not be recognized as a shareholder of the Company for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder shall not be entitled with respect to such Excess Securities to any rights of shareholders of the Company, including without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other Corporation Securities shall cease to be Excess Securities. (b) If the Board of Directors determines that a conversion of Securities constitutes a Prohibited Conversion then, upon written demand by the Company, the Converting Holder shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting Holder’s possession or control, together with any dividends or other distributions that were received by the Converting Holder from the Company with respect to the Excess Securities (“Prohibited Distributions”), to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the Company, the Excess Securities transferred to it in one or more arm’s-length transactions (over the New York Stock Exchange, if possible); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have resold the Excess Securities before receiving the Company’s demand to surrender the Excess Securities to the Agent, the Converting Holder shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent grants written permission to the Converting Holder to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder would have received from the Agent pursuant to paragraph (c) of this 10.12 if the Agent rather than the Converting Holder had resold the Excess Securities. (c) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder had previously resold the Excess Securities, any amounts received by it from a Converting Holder, as follows: (1) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2) second, any remaining amounts shall be paid to the Converting Holder, up to the portion of the principal amount of the Securities applicable to the Excess Securities; and (3) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors, and (ii) if the Excess Securities represent a 5% or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder in respect of any Prohibited Conversion shall be limited to the amount payable to the Converting Holder pursuant to clause (2) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 inure to the benefit of the Company. (d) If the Converting Holder fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company makes a demand pursuant to paragraph (b) of this Section 10.12, then the Company shall institute legal proceedings to compel the surrender. (e) The Company shall make the demand described in paragraph (b) of this Section 10.12 within thirty (30) days of the date on which the Board of Directors determines that a conversion would result in Excess Securities; provided, however, that if the Company makes such demand at a later date, the provisions of this Section 10.12 shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (ai) No Agent, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) transferee of such a Prohibited Conversion Transfer (the “Converting HolderPurported Transferee”) shall not be recognized as a shareholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders of the CompanyCorporation, including without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other Corporation the Securities shall cease to be Excess Securities. (bii) If the Board of Directors determines that a conversion Transfer of Corporation Securities constitutes a Prohibited Conversion Transfer then, upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company Corporation with respect to the Excess Securities (“Prohibited Distributions”), to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the CompanyCorporation, the Excess Securities transferred to it in one or more arm’s-length transactions (over the New York Stock Exchange, if possible); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the CompanyCorporation’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cd)(iii) of this 10.12 Article FOURTH if the Agent rather than the Converting Holder Purported Transferee had resold the Excess Securities. (ciii) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder Purported Transferee had previously resold the Excess Securities, any amounts received by it from a Converting HolderPurported Transferee, as follows: (1) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion amount paid by the Purported Transferee for the Excess Securities (or the fair market value, calculated on the basis of the principal amount closing market price for Corporation Securities on the day before the Transfer, of the Excess Securities applicable at the time of the attempted Transfer to the Excess SecuritiesPurported Transferee by gift, inheritance, or similar Transfer), which amount (or fair market value) shall be determined in the discretion of the Board of Directors; and (3) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors, and (ii) if the Excess Securities (including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales), represent a 5% or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder Purported Transferee in respect of any Prohibited Conversion Transfer shall be limited to the amount payable to the Converting Holder Purported Transferee pursuant to clause (2) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 Part III of Article FOURTH inure to the benefit of the CompanyCorporation. (div) If the Converting Holder Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company Corporation makes a demand pursuant to paragraph (bd)(ii) of this Section 10.12Article, then the Company Corporation shall institute legal proceedings to compel the surrender. (ev) The Company Corporation shall make the demand described in paragraph (bd)(ii) of this Section 10.12 Part III of Article FOURTH within thirty (30) days of the date on which the Board of Directors determines that a conversion the attempted Transfer would result in Excess Securities; provided, however, that if the Company Corporation makes such demand at a later date, the provisions of this Section 10.12 Part III of Article FOURTH shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (ai) No Agentofficer, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) of such Prohibited Conversion (the “Converting Holder”) Purported Transferee shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders stockholders of the CompanyCorporation, including including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other the Corporation Securities shall cease to be Excess Securities. For this purpose, any transfer of Excess Securities not in accordance with the provisions of this Section 6(e) shall also be a Prohibited Transfer. (bii) If the Board of Directors determines that a conversion Transfer of Corporation Securities constitutes a Prohibited Conversion Transfer pursuant to Section 6(b)(ii), then, upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder from the Company with respect Prohibited Distributions, to the Excess Securities (“Prohibited Distributions”), to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the CompanyCorporation, the Excess Securities transferred to it in one or more arm’s-length transactions (over the New York Stock ExchangeExchange or other national securities exchange on which the Corporation Securities may be traded, if possible, or otherwise privately); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the CompanyCorporation’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent Corporation grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cSection 6(e)(iv) of this 10.12 if the Agent rather than the Converting Holder Purported Transferee had resold the Excess Securities. (ciii) If the Board determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer pursuant to Section 6(b)(i), the purported transferor of such Prohibited Transfer (the “Purported Transferor”) shall, upon written demand by the Corporation, deliver to the Agent the sales proceeds from the Prohibited Transfer (in the form received, i.e., whether in cash or other property), and the Agent shall thereupon sell any non-cash consideration to a buyer or buyers in one or more arm’s-length transactions (including over a national securities exchange, if possible). If the Purported Transferee is determinable (other than with respect to a transaction entered into through the facilities of a national securities exchange) and any Excess Securities have not been resold, the Agent (after deducting amounts necessary to cover its costs and expenses incurred in connection with its duties hereunder) shall, to the extent possible, return the Excess Securities and Prohibited Distributions to the Purported Transferor, and shall reimburse the Purported Transferee from the sales proceeds received from the Purported Transferor (or the proceeds from the disposition of any non-cash consideration) for the cost of any Excess Securities. If the Purported Transferee is not determinable, or to the extent the Excess Securities have been resold and thus cannot be returned to the Purported Transferor, the Agent (after deducting amounts necessary to cover its costs and expenses incurred in connection with its duties hereunder) shall use the proceeds to acquire on behalf of the Purported Transferor, in one or more arm’s-length transactions (including over a national securities exchange on which the Corporation Securities may be traded, if possible), an equal amount of Corporation Securities in replacement of the Excess Securities sold; provided, however, that, to the extent the amount of proceeds is not sufficient to fund the purchase price of such Corporation Securities and the Agent’s costs and expenses, the Purported Transferor shall promptly fund such amounts upon demand by the Agent. Any remaining amounts held by the Agent shall be paid in accordance with Section 6(e)(iv)(C). (iv) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder had previously resold the Excess Securities, or any other amounts received by it from a Converting Holder, in accordance with Section 6(e)(ii) as follows: (1A) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2B) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion amount paid by the Purported Transferee for the Excess Securities (or in the case of any Prohibited Transfer by gift, devise or inheritance or any other Prohibited Transfer without consideration, the fair market value, (1) calculated on the basis of the principal closing market price for the Corporation Securities on the day before the Prohibited Transfer, (2) if the Corporation Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by the relevant inter-dealer quotation service or any successor system on the day before the Prohibited Transfer or, if none, on the last preceding day for which such quotations exist, or (3) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then as determined in good faith by the Board), which amount (or fair market value) shall be determined at the discretion of the Securities applicable to the Excess SecuritiesBoard; and (3C) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to one or more organizations qualifying under section 501(c)(3) of the Leucadia FoundationTax Code (or any comparable successor provision) selected by the Board; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors, and (ii) if the Excess Securities (including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales) represent a 54.75% or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 4.75% Percentage Stock Ownership interest in such class shall be paid to one two or more organizations qualifying under Section section 501(c)(3) of the Tax Code selected by the Board Board, such that no organization qualifying under section 501(c)(3) of Directorsthe Tax Code shall be deemed to possess a Percentage Stock Ownership in excess of 4.74%. The recourse of any Converting Holder Purported Transferee in respect of any Prohibited Conversion Transfer shall be limited to the amount payable to the Converting Holder Purported Transferee pursuant to clause (2B) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 6(e) inure to the benefit of the CompanyCorporation. (dv) In the event of any Transfer that does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities,” and individually, a “Security”) but which would cause a Substantial Stockholder to violate a restriction on Transfers provided for in Section 6(b), the application of Sections 6(e)(ii), (iii) and (iv) shall be modified as described in this Section 6(e)(v). In such case, no such Substantial Stockholder shall be required to dispose of any interest that is not a Security, but such Substantial Stockholder and/or any Person whose ownership of Securities is attributed to such Substantial Stockholder shall (x) in the case of Section 6(e)(ii), be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such Substantial Stockholder, following such disposition, not to be in violation of this Section 6, and (y) in the case of Section 6(e)(iii), follow the process as reasonably determined by the Board to cause such Substantial Stockholder to remedy or mitigate its violation of Section 6(b)(i). Such disposition or process shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and in the case of clause (x) in the preceding sentence, such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Sections 6(e)(ii) and 6(e)(iv), except that the maximum aggregate amount payable either to such Substantial Stockholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such Substantial Stockholder or such other Person. The purpose of this Section 6(e)(v) is to extend the restrictions in Sections 6(b), 6(e)(ii), and 6(e)(iii) to situations in which there is a Prohibited Transfer without a direct Transfer of Securities, and this Section 6(e)(v), along with the other provisions of this Section 6, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities. (vi) If the Converting Holder Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company Corporation makes a written demand pursuant to paragraph Section 6(e)(ii) or (b) of this Section 10.12iii), then the Company Corporation shall institute use its best efforts to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. Nothing in this Section 6(e)(vi) shall (A) be deemed to be inconsistent with any Transfer of the Excess Securities provided in this Section 6 to be void ab initio, or (B) preclude the Corporation in its discretion from immediately bringing legal proceedings without a prior demand. The Board may authorize such additional actions as it deems advisable to give effect to the provisions of this Section 6. (evii) The Company Corporation shall make the written demand described in paragraph Section 6(e)(ii) or (b) of this Section 10.12 iii), as applicable, within thirty (30) 30 days of the date on which the Board of Directors determines that a conversion the attempted Transfer would result in Excess Securities; provided, however, that that, if the Company Corporation makes such demand at a later date, the provisions of this Section 10.12 6 shall apply nonetheless. (f. No failure by the Corporation to act within the time periods set forth in Section 6(e) The Board shall constitute a waiver or loss of Directors any right of the Company shall have the power to determine all matters necessary to determine compliance with Corporation under this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (a) 6.1 No Agent, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) transferee of such a Prohibited Conversion Transfer (the “Converting HolderPurported Transferee”) shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders stockholders of the CompanyCorporation, including including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any; provided, however, that the Transferor of such Excess Securities shall not be required to disgorge, and shall be permitted to retain for its own account, any proceeds of such Transfer, and shall have no further rights, responsibilities, obligations or liabilities with respect to such Excess Securities, if such Transfer was a Prohibited Transfer pursuant to Section 5.2(z). Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other the Corporation Securities shall cease to be Excess Securities. For this purpose, any transfer of Excess Securities not in accordance with the provisions of this Section 6 shall also be a Prohibited Transfer. (b) 6.2 If the Board of Directors determines that a conversion Transfer of Corporation Securities constitutes a Prohibited Conversion Transfer then, upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company Corporation with respect to the Excess Securities (“Prohibited Distributions”), to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the CompanyCorporation, the Excess Securities transferred to it in one or more arm’s-length transactions (over the New York Stock ExchangeExchange or other national securities exchange on which the Corporation Securities may be traded, if possible, or otherwise privately); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the CompanyCorporation’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent Corporation grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (c) of this 10.12 Section 6.3 if the Agent rather than the Converting Holder Purported Transferee had resold the Excess Securities. (c) 6.3 The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder Purported Transferee had previously resold the Excess Securities, any amounts received by it from a Converting Holder, Purported Transferee as follows: (1x) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2y) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion amount paid by the Purported Transferee for the Excess Securities (or the fair market value, (1) calculated on the basis of the principal amount closing market price for the Corporation Securities on the day before the Prohibited Transfer, (2) if the Corporation Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system on the day before the Prohibited Transfer or, if none, on the last preceding day for which such quotations exist, or (3) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then as determined in good faith by the Board of Directors, of the Excess Securities applicable at the time of the Prohibited Transfer to the Excess SecuritiesPurported Transferee by gift, inheritance, or similar Transfer), which amount (or fair market value) shall be determined at the discretion of the Board of Directors; and (3z) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and or any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors; provided, and (ii) however, that if the Excess Securities (including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales), represent a 5% or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 4.99% Percentage Stock Ownership interest in such class shall be paid to one two or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder Purported Transferee in respect of any Prohibited Conversion Transfer shall be limited to the amount payable to the Converting Holder Purported Transferee pursuant to clause (2y) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 6 inure to the benefit of the CompanyCorporation. (d) 6.4 If the Converting Holder Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company Corporation makes a written demand pursuant to paragraph (b) of this Section 10.126.2, then the Company Corporation shall institute use its best efforts to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. (e) 6.5 The Company Corporation shall make the written demand described in paragraph (b) of this Section 10.12 6.2 within thirty (30) days of the date on which the Board of Directors determines that a conversion the attempted Transfer would result in Excess Securities; provided, however, that if the Company Corporation makes such demand at a later date, the provisions of this Section 10.12 Sections 5 and 6 shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (ai) No Agentofficer, director, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) transferee of such a Prohibited Conversion Transfer (the “Converting Holder”"Purported Transferee") shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which that are the subject of the Prohibited Conversion Transfer (the “"Excess Securities”"). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not be entitled to any rights as a stockholder of the Corporation with respect to such Excess Securities to any rights of shareholders of the CompanySecurities, including including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other the Corporation Securities shall cease to be Excess Securities. (bii) If the Board of Directors determines that a conversion Transfer of Corporation Securities constitutes a Prohibited Conversion Transfer then, upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting Holder’s Purported Transferee's possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company Corporation with respect to the Excess Securities (“"Prohibited Distributions”"), to an agent designated by the Board of Directors (the “"Agent”"). The Agent shall thereupon sell to a buyer or buyers, which may include the CompanyCorporation, the Excess Securities transferred to it in one or more arm’sarm's-length transactions (over the New York Stock ExchangeExchange or other national securities exchange on which the Corporation Securities may be traded, if possible); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s 's discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the Company’s Corporation's demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent Corporation grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cd)(iii) of this 10.12 Section 5 if the Agent rather than the Converting Holder Purported Transferee had resold the Excess Securities. (ciii) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder Purported Transferee had previously resold the Excess Securities, any amounts received by it from a Converting HolderPurported Transferee, as follows: : (1) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; ; (2) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion amount paid by the Purported Transferee for the Excess Securities or the fair market value, calculated on the basis of the principal amount closing market price for Corporation Securities on the day before the Transfer, of the Excess Securities applicable at the time of the attempted Transfer to the Excess SecuritiesPurported Transferee by gift, inheritance or similar Transfer, which amount or fair market value shall be determined in the discretion of the Board of Directors; and and (3) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“"Section 501(c)(3)”") selected by the Board of Directors, and (ii) provided, however, that if the Excess Securities, including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales, represent a 5% 5 percent or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder Purported Transferee in respect of any Prohibited Conversion Transfer shall be limited to the amount payable to the Converting Holder Purported Transferee pursuant to clause (2) of the preceding sentenceparagraph (d)(iii) of this Section 5. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 5 inure to the benefit of the CompanyCorporation. (div) If the Converting Holder Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) 30 business days from the date on which the Company Corporation makes a demand pursuant to paragraph (bd)(ii) of this Section 10.125, then the Company Corporation shall institute legal proceedings to compel the surrender. (ev) The Company Corporation shall make the demand described in paragraph (bd)(ii) of this Section 10.12 5 within thirty (30) 30 days of the date on which the Board of Directors determines that a conversion the attempted Transfer would result in Excess Securities; provided, however, that if the Company Corporation makes such demand at a later date, the provisions of this Section 10.12 5 shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (ai) No Agentofficer, director, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) of such Prohibited Conversion (the “Converting Holder”) a Purported Transferee shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders stockholders of the CompanyCorporation, including including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, and the Excess Securities shall be deemed to remain with the transferor unless and until the Excess Securities are transferred to the Agent pursuant to Section (d)(iii) of this Article XII or until approval is obtained under Section (c) of this Article XII. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other Corporation the Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provision of this Section (d)(i) or Section (d)(iii) shall also be a Prohibited Transfer. (ii) The Corporation may require as a condition to the registration of the Transfer of any Corporation Securities or the payment of any distribution on any Corporation Securities that the proposed transferee or payee furnish the Corporation all information reasonably requested by the Corporation with respect to all the direct and indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Board of Directors to be necessary or advisable to implement Article XII, including, without limitation, authorizing such transfer agent to require an affidavit from a Purported Transferee regarding such Person’s actual and constructive ownership of Corporation Securities and other evidence that a Transfer will not be prohibited by Section (b) of this Article XII as a condition to registering any Transfer. (iii) If the Board of Directors determines that a conversion Transfer of Corporation Securities constitutes a Prohibited Conversion Transfer then, upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder from the Company with respect Prohibited Distributions, to the Excess Securities (“Prohibited Distributions”), to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the CompanyCorporation, the Excess Securities transferred to it in one or more arm’s-length transactions (over on the New York Stock Exchangepublic securities market on which the Corporation Securities may be traded, if possible, or otherwise privately); provided, however, that any such sale must not constitute a Prohibited Transfer and provided, further, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the CompanyCorporation’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent Corporation grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph Section (cd)(iv) of this 10.12 Article XII if the Agent rather than the Converting Holder Purported Transferee had resold the Excess Securities. (civ) The Agent shall apply any proceeds of a sale by it of Excess Securities andSecurities, and if the Converting Holder Purported Transferee had previously resold the Excess Securities, any amounts received by it the Agent from a Converting HolderPurported Transferee, as follows: (1A) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2B) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion amount paid by the Purported Transferee for the Excess Securities (or their fair market value at the time of the principal amount Transfer, in the event the purported Transfer of the Excess Securities applicable to was, in whole or in part, a gift, inheritance, or similar Transfer) which amount shall be determined at the Excess Securitiesdiscretion of the Board of Directors; and (3C) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and or any comparable or successor provision) (“Section 501(c)(3)”) selected by the Board of Directors; provided, and (ii) however, that if the Excess Securities (including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales) represent a 5% -percent or greater Percentage Stock Ownership interest in any class of Corporation Securitiesthe Corporation, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one two or more organizations qualifying under Section 501(c)(3) selected by the Board of DirectorsDirectors such that no organization qualifying under Section 501(c)(3) of the Code shall possess Percentage Stock Ownership in the Corporation in excess of 5-percent. The recourse of any Converting Holder in Purported Transferee’s sole right with respect of any Prohibited Conversion to such Corporation Securities shall be limited to the amount payable to the Converting Holder Purported Transferee pursuant to clause this Section (2) of the preceding sentenced)(iv). In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 Article XII inure to the benefit of the CompanyCorporation. (d) If the Converting Holder fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company makes a demand pursuant to paragraph (b) of this Section 10.12, then the Company shall institute legal proceedings to compel the surrender. (e) The Company shall make the demand described in paragraph (b) of this Section 10.12 within thirty (30) days of the date on which the Board of Directors determines that a conversion would result in Excess Securities; provided, however, that if the Company makes such demand at a later date, the provisions of this Section 10.12 shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (ai) No Agentofficer, employee or other agent of the Company shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) of such Prohibited Conversion (the “Converting Holder”) Purported Transferee shall not be recognized as a shareholder of the Company Member for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders of the CompanyMembers, including including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other Corporation the Company Securities shall cease to be Excess Securities. For this purpose, any transfer of Excess Securities not in accordance with the provisions of this Section 8.1(f) shall also be a Prohibited Transfer. (bii) If the Board of Directors determines that a conversion Transfer of Company Securities constitutes a Prohibited Conversion Transfer pursuant to Section 8.1(e), then, upon written demand by the Company, the Converting Holder Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder from the Company with respect Prohibited Distributions, to the Excess Securities (“Prohibited Distributions”), to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the Company, the Excess Securities transferred to it in one or more arm’s-arms’ length transactions (over the New York NASDAQ Stock ExchangeMarket or other national securities exchange on which the Company Securities may be traded, if possible, or otherwise privately); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Company Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Company Securities. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the Company’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent Company grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cSection 8.1(f)(iv) of this 10.12 if the Agent rather than the Converting Holder Purported Transferee had resold the Excess Securities. (ciii) If the Board determines that a Transfer of Company Securities constitutes a Prohibited Transfer pursuant to Section 8.1(e), the purported transferor of such Prohibited Transfer (the “Purported Transferor”) shall, upon written demand by the Company, deliver to the Agent the sales proceeds from the Prohibited Transfer (in the form received, i.e., whether in cash or other property), and the Agent shall thereupon sell any noncash consideration to a buyer or buyers in one or more arms’ length transactions (including over a national securities exchange, if possible). If the Purported Transferee is determinable (other than with respect to a transaction entered into through the facilities of a national securities exchange) and any Excess Securities have not been resold, the Agent (after deducting amounts necessary to cover its costs and expenses incurred in connection with its duties hereunder) shall, to the extent possible, return the Excess Securities and Prohibited Distributions to the Purported Transferor, and shall reimburse the Purported Transferee from the sales proceeds received from the Purported Transferor (or the proceeds from the disposition of any non-cash consideration) for the cost of any Excess Securities. If the Purported Transferee is not determinable, or to the extent the Excess Securities have been resold and thus cannot be returned to the Purported Transferor, the Agent (after deducting amounts necessary to cover its costs and expenses incurred in connection with its duties hereunder) shall use the proceeds to acquire on behalf of the Purported Transferor, in one or more arms’ length transactions (including over a national securities exchange on which the Company Securities may be traded, if possible, or otherwise privately), an equal amount of Company Securities in replacement of the Excess Securities sold; provided, however, that, to the extent the amount of proceeds is not sufficient to fund the purchase price of such Company Securities and the Agent’s costs and expenses, the Purported Transferor shall promptly fund such amounts upon demand by the Agent. Any remaining amounts held by the Agent shall be paid in accordance with Section 8.1(f)(iv)(C). (iv) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder had previously resold the Excess Securities, or any other amounts received by it from a Converting Holder, in accordance with Section 8.1(f)(ii) as follows: (1A) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2B) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion amount paid by the Purported Transferee for the Excess Securities (or in the case of any Prohibited Transfer by gift, devise or inheritance or any other Prohibited Transfer without consideration, the fair market value, (x) calculated on the basis of the principal amount closing market price for the Company Securities on the day before the Prohibited Transfer, (y) if the Company Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the average of the highest bid and lowest asked prices, as such prices are reported by the relevant inter-dealer quotation service or any successor system on the day before the Prohibited Transfer or, if none, on the last preceding day for which such quotations exist, or (z) if the Company Securities applicable are neither listed nor admitted to trading on any stock exchange nor traded in the Excess Securitiesover-the-counter market, then as determined in good faith by the Board); and (3C) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to one or more organizations qualifying under section 501(c)(3) of the Leucadia FoundationCode (or any comparable successor provision) selected by the Board; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors, and (ii) if the Excess Securities (including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales) represent a 54.98% or greater Percentage Stock Equity Ownership interest in any class of Corporation Company Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 4.98% Percentage Stock Equity Ownership interest in such class shall be paid to one two or more organizations qualifying under Section section 501(c)(3) of the Code selected by the Board Board, such that no organization qualifying under section 501(c)(3) of Directorsthe Code shall be deemed to possess a Percentage Equity Ownership in excess of 4.98%. The recourse of any Converting Holder Purported Transferee in respect of any Prohibited Conversion Transfer shall be limited to the amount payable to the Converting Holder Purported Transferee pursuant to clause (2B) of the preceding sentenceabove. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 8.1(f) inure to the benefit of the Company. (dv) In the event of any Transfer that does not involve a transfer of securities of the Company within the meaning of Delaware law (collectively, “Securities,” and each individually, a “Security”) but which would cause a Substantial Member to violate a restriction on Transfers provided for in Section 8.1(e), the application of Sections 8.1(f)(ii), 8.1(f)(iii), and 8.1(f)(iv) shall be modified as described in this Section 8.1(f)(v). In such case, no such Substantial Member shall be required to dispose of any interest that is not a Security, but such Substantial Member and/or any Person whose ownership of Securities is attributed to such Substantial Member shall (i) in the case of Section 8.1(f)(ii), be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such Substantial Member, following such disposition, not to be in violation of this Section 8.1, and (ii) in the case of Section 8.1(f)(iii), follow the process as reasonably determined by the Board to cause such Substantial Member to remedy or mitigate its violation of Section 8.1(e). Such disposition or process shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and in the case of clause (i) in the preceding sentence, such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Sections 8.1(f)(ii) and 8.1(f)(iv), except that the maximum aggregate amount payable either to such Substantial Member, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities, as determined in good faith by the Board, at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such Substantial Member or such other Person. The purpose of this Section 8.1(f)(v) is to extend the restrictions in Sections 8.1(e), 8.1(f)(ii), and 8.1(f)(iii) to situations in which there is a Prohibited Transfer without a direct Transfer of Securities, and this Section 8.1(f)(v), along with the other provisions of this Section 8.1, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Company Securities. (vi) If the Converting Holder Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company makes a written demand pursuant to paragraph (bSections 8.1(f)(ii) of this Section 10.12or 8.1(f)(iii), then the Company shall institute use its best efforts to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. Nothing in this Section 8.1(f)(vi) shall (i) be deemed to be inconsistent with any Transfer of the Excess Securities provided in this Section 8.1 to be void ab initio, or (ii) preclude the Company in its discretion from immediately bringing legal proceedings without a prior demand. The Board may authorize such additional actions as it deems advisable to give effect to the provisions of this Section 8.1. (evii) The Company shall make the written demand described in paragraph (bSections 8.1(f)(ii) of this Section 10.12 or 8.1(f)(iii), as applicable, within thirty (30) days of the date on which the Board of Directors determines that a conversion the attempted Transfer would result in Excess Securities; provided, however, that if . The failure by the Company makes such demand at to act within the time periods set forth in Section 8.1(f) shall constitute a later date, the provisions waiver of this Section 10.12 shall apply nonetheless. (f) The Board of Directors any rights of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation described in clauses (1ii) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, through (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (cvi) of this Section 10.128.1(f). (viii) For the avoidance of doubt, any Transfer permitted by Section 8.1(e) and (6this Section 8.1(f) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all subject to the purposes provisions of this Section 10.12Sections 8.1(a) – (c).

Treatment of Excess Securities. (a) No Agent, employee or other agent of the Company corporation shall record any Prohibited ConversionTransfer or Prohibited Issuance, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) transferee of such a Prohibited Conversion Transfer or Prohibited Issuance (the “Converting Holder”"Purported Transferee") shall not be recognized as a shareholder stockholder of the Company corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which that are the subject of the Prohibited Conversion Transfer or Prohibited Issuance (the “"Excess Securities”"). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited TransferTransfer or a Prohibited Issuance, the Converting Holder such Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders stockholders of the Companycorporation, including including, without limitation, the right to vote such Excess Securities and or to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any; provided, however, that the Transferor of such Excess Securities shall not be required to disgorge, and shall be permitted to retain for its own account, any proceeds of such Transfer, and shall have no further rights, responsibilities, obligations or liabilities with respect to such Excess Securities, if such Transfer was a Prohibited Transfer; provided, however, that in the case of a Prohibited Issuance, the Corporation shall be required to disgorge, and shall not be permitted to retain, any proceeds of such Prohibited Issuance to the extent of any Excess Securities related to such Prohibited Issuance. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited TransferTransfer or Prohibited Issuance, such Common Shares or other the Corporation Securities shall cease to be Excess Securities. For this purpose, any transfer of Excess Securities not in accordance with the provisions of this Section 15.7 shall also be a Prohibited Transfer. (b) If the Board of Directors determines corporation determines, in its sole and absolute discretion, that a conversion Transfer of Corporation Securities constitutes a Prohibited Conversion Transfer or a Prohibited Issuance then, upon written demand by the Companycorporation, the Converting Holder Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting Holder’s Purported Transferee's possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company corporation with respect to the Excess Securities (“"Prohibited Distributions”"), to an agent the Agent designated by the Board of Directors (the “Agent”)Directors. The Agent shall thereupon sell to a buyer or buyers, which may include the Companycorporation, the Excess Securities transferred to it in one or more arm’s-arm's length transactions (over the New York Stock ExchangeNasdaq or other national securities exchange, if possible, or otherwise over-the-counter or privately); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame timeframe if, in the Agent’s 's discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the Company’s corporation's demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent corporation (as authorized by Unanimous Board Consent) grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cSection 15.7(c) of this 10.12 if the Agent rather than the Converting Holder Purported Transferee had resold the Excess Securities. Disposition of Excess Securities by the Agent pursuant to this Section 15.7(b) shall be deemed to occur simultaneously with the Prohibited Transfer or Prohibited Issuance to which the Excess Securities relate. (c) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder had Purported Transferee has previously resold the Excess Securities, any amounts received by it from a Converting HolderPurported Transferee, as follows: (1i) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2ii) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion amount paid by the Purported Transferee for the Excess Securities (or the fair market value of the principal amount Excess Securities (A) calculated on the basis of the closing market price for the Corporation Securities applicable on the Nasdaq, or such other national securities exchange on which the Corporation Securities are then listed or admitted to trading, on the day before the Prohibited Transfer, (B) if the Corporation Securities are not listed or admitted to trading on any national securities exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by Nasdaq or any successor system on the day before the Prohibited Transfer or, if none, on the last preceding day for which such quotations exist, or (C) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then as determined by the Board of Directors, in its sole and absolute discretion, at the time of the Prohibited Transfer to the Excess SecuritiesPurported Transferee), which amount (or fair market value) shall be determined by the Board of Directors in its sole and absolute discretion; and (3iii) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and or any comparable successor provision) (“"Section 501(c)(3)”") selected by the Board of Directors; provided, and (ii) however, that if the Excess Securities (including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales), represent a 5% or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 5% Percentage Stock Ownership interest in such class shall be paid to one two or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder Purported Transferee in respect of any Prohibited Conversion Transfer shall be limited to the amount payable to the Converting Holder Purported Transferee pursuant to clause (2ii) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 15.7 inure to the benefit of the Companycorporation. (d) If if the Converting Holder Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business 30 days from the date on which the Company corporation makes a written demand pursuant to paragraph (bSection 15.7(b) of this Section 10.12hereof, then the Company corporation shall institute use its reasonable best efforts to enforce the provisions hereof, including the institution of legal proceedings to compel the such surrender. (e) The Company corporation shall make the written demand described in paragraph (bSection 15.7(b) of this Section 10.12 hereof within thirty (30) 30 days of the date on which the Board of Directors determines determines, in its sole and absolute discretion, that a conversion the attempted Transfer would result in Excess Securities; provided, however, that if the Company corporation makes such demand at a later date, the provisions of this Section 10.12 Sections 15.1 through 15.6 hereof shall apply nonetheless. (f) The Board of Directors Anything herein to the contrary notwithstanding, the Agent shall not act or be treated as acting as an agent for or on behalf of the Company Purported Transferee or for or on behalf of the corporation and shall have no right to bind any of them, in contract or otherwise, but shall act only to carry out the power ministerial functions assigned to determine all matters necessary to determine compliance with it in this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.1215.7.

Treatment of Excess Securities. (a) No Agent, employee or other agent of the Company shall record any Prohibited Conversion, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) of such Prohibited Conversion (the “"Converting Holder”") shall not be recognized as a shareholder of the Company for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion (the “"Excess Securities”"). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder shall not be entitled with respect to such Excess Securities to any rights of shareholders of the Company, including without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other Corporation Securities shall cease to be Excess Securities. (b) If the Board of Directors determines that a conversion of Securities constitutes a Prohibited Conversion then, upon written demand by the Company, the Converting Holder shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting Holder’s 's possession or control, together with any dividends or other distributions that were received by the Converting Holder from the Company with respect to the Excess Securities (“"Prohibited Distributions”"), to an agent designated by the Board of Directors (the “"Agent”"). The Agent shall thereupon sell to a buyer or buyers, which may include the Company, the Excess Securities transferred to it in one or more arm’sarm's-length transactions (over the New York Stock Exchange, if possible); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s 's discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have resold the Excess Securities before receiving the Company’s 's demand to surrender the Excess Securities to the Agent, the Converting Holder shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent grants written permission to the Converting Holder to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder would have received from the Agent pursuant to paragraph (c) of this 10.12 if the Agent rather than the Converting Holder had resold the Excess Securities. (c) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder had previously resold the Excess Securities, any amounts received by it from a Converting Holder, as follows: (1) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2) second, any remaining amounts shall be paid to the Converting Holder, up to the portion of the principal amount of the Securities applicable to the Excess Securities; and (3) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors, and (ii) if the Excess Securities represent a 5% or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder in respect of any Prohibited Conversion shall be limited to the amount payable to the Converting Holder pursuant to clause (2) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 inure to the benefit of the Company. (d) If the Converting Holder fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company makes a demand pursuant to paragraph (b) of this Section 10.12, then the Company shall institute legal proceedings to compel the surrender. (e) The Company shall make the demand described in paragraph (b) of this Section 10.12 within thirty (30) days of the date on which the Board of Directors determines that a conversion would result in Excess Securities; provided, however, that if the Company makes such demand at a later date, the provisions of this Section 10.12 shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (ai) No Agent, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such transferee of a Prohibited Conversion to be registered) of such Prohibited Conversion Transfer (the “Converting HolderPurported Transferee”) shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which that are the subject of the Prohibited Conversion Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder The Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders stockholders of the CompanyCorporation, including including, without limitation, the right to vote such Excess Securities and Securities, to receive dividends or distributions, whether liquidating or otherwise, in respect thereof and to effect any Transfer thereof, if any. Once the Excess Securities have been acquired in a Transfer that is in accordance with this Section 13.5 and is not a Prohibited Transfer, such Common Shares or other Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of this Section 13.5 shall also be a Prohibited Transfer. (bii) The Corporation may require, including, but not limited to, as a condition to the registration of the Transfer of any Corporation Securities or the payment of any dividend or distribution on any Corporation Securities, that the proposed transferee or payee furnish to the Corporation all information reasonably requested by the Corporation with respect to all the direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Board to be necessary or advisable to implement this Section 13.5, including, without limitation, authorizing such transfer agent to require an affidavit from a proposed transferee or payee regarding such Person’s actual and constructive ownership of stock and other evidence that a Transfer will not be prohibited by this Article 13 as a condition to registering any Transfer or paying any dividend or distribution. (i) If the Board of Directors determines that a conversion of Securities constitutes a Prohibited Conversion thenTransfer has occurred: (1) the Prohibited Transfer and, if applicable, the registration of such Prohibited Transfer, shall be void ab initio and have no legal effect; and (2) upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee (if identified by the Corporation or otherwise) shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company Corporation with respect to the Excess Securities (the “Prohibited Distributions”), to an agent designated and controlled by the Board of Directors (the “Agent”). The . (ii) In the case of a Prohibited Transfer described in Section 13.3(a)(A) (other than as a result of the consummation of the Merger), the Agent shall thereupon sell to a buyer or buyers, which may include the Company, buyers the Excess Securities transferred to it pursuant to this Section 13.5(b) in one or more arm’s-length transactions (including over a national securities exchange on which the New York Stock ExchangeCorporation Securities may be traded, if possible); provided, however, that the Agent Agent, in its sole discretion, shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities; provided further that any such sale must not constitute a Prohibited Transfer. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the CompanyCorporation’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such salesale (in the form received, i.e., whether in cash or other property), and the Agent shall thereupon identify and sell any non-cash consideration to a buyer or buyers in one or more arm’s-length transactions (including over a national securities exchange, if possible), except to the extent that the Agent Corporation grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales sale proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cSection 13.5(c) of this 10.12 if the Agent Agent, rather than the Converting Holder Purported Transferee, had resold the Excess Securities. (ciii) The Agent shall apply any proceeds In the case of a sale by it Prohibited Transfer described in Section 13.3(a)(A) as a result of the consummation of the Merger (for this purpose, treating as a Prohibited Transfer any issuance of Corporation Securities that would have constituted a Prohibited Transfer but for the operation of section 2.1(e) of the Merger Agreement and the applicable provisions of this Article 13), the Agent shall, at the direction of the Company, thereupon deliver the Excess Securities and, if the Converting Holder had previously resold the Excess Securities, any amounts received by it from a Converting Holder, as follows: (1) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2) second, any remaining amounts shall be paid to the Converting Holder, up to the portion of the principal amount of the Securities applicable to the Excess Securities; and (3) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and or any comparable successor provision) (“Section 501(c)(3)”) selected by as determined in the Board of Directors, and Company’s sole discretion and/or (ii) if escheat such property to the state of residence or incorporation or formation, as applicable, of the Purported Transferee for the benefit of such state. (iv) In the case of a Prohibited Transfer described in Section 13.3(a)(B), the purported transferor of Excess Securities represent in such Prohibited Transfer (the “Purported Transferor”) shall deliver to the Agent the sale proceeds from the Prohibited Transfer (in the form received, i.e., whether in cash or other property), and the Agent shall thereupon identify and sell any non-cash consideration to a 5% buyer or greater Percentage Stock Ownership interest buyers in any class one or more arm’s-length transactions (including over a national securities exchange, if possible). If the identity of Corporation Securitiesthe Purported Transferee is determined (by the Corporation), then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) Agent shall, to the extent attributable possible, return to the disposition Purported Transferor any certificate or evidence of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder in respect of any Prohibited Conversion shall be limited to the amount payable to the Converting Holder pursuant to clause (2) of the preceding sentence. In no event shall the proceeds of any sale ownership of Excess Securities together with any Prohibited Distributions received by the Agent pursuant to this Section 10.12 inure 13.5(b), and shall reimburse the Purported Transferee up to the benefit of the Company. (d) If the Converting Holder fails to surrender an amount paid by such Purported Transferee for the Excess Securities in the Prohibited Transfer, such reimbursement to be made from (and limited to) the sale proceeds received by the Agent from the Purported Transferor (and the net proceeds realized by the Agent from the disposition of any non-cash consideration). If the identity of the Purported Transferee is not determined, or to the extent the Excess Securities have been resold and thus cannot be returned to the Purported Transferor, the Agent shall use the proceeds of a sale thereof to received by the Agent within thirty (30) business days from the date Purported Transferor (and the net proceeds realized by the Agent from the disposition of any non-cash consideration) to acquire on behalf of the Purported Transferor, in one or more arm’s-length transactions (including over a national securities exchange on which the Company makes a demand pursuant to paragraph (b) Corporation Securities may be traded, if possible), an equal amount of this Section 10.12, then the Company shall institute legal proceedings to compel the surrender. (e) The Company shall make the demand described Corporation Securities in paragraph (b) of this Section 10.12 within thirty (30) days replacement of the date on which the Board of Directors determines that a conversion would result in Excess SecuritiesSecurities sold; provided, however, that if to the Company makes extent the amount of proceeds is not sufficient to fund the purchase price of such demand at a later dateCorporation Securities and the Agent’s costs and expenses (as described in Section 13.5(c)), the provisions of this Section 10.12 Purported Transferor shall apply nonethelesspromptly fund such deficiency upon demand by the Agent. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (a1) No AgentTo the fullest extent permitted by law, no employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such transferee of a Prohibited Conversion to be registered) of such Prohibited Conversion Transfer (the “Converting HolderPurported Transferee”) shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which that are the subject of the Prohibited Conversion Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not not, to the fullest extent of the law, be entitled with respect to such Excess Securities to any rights of shareholders stockholders of the CompanyCorporation, including including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is in accordance with this Section D of this Article ELEVENTH and is not a Prohibited Transfer, such Common Shares or other Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of this Section D of this Article ELEVENTH shall also be a Prohibited Transfer. (ba) To the fullest extent of the law, the Corporation may require as a condition to the registration of the Transfer of any Corporation Securities or the payment of any dividend or distribution on any Corporation Securities (in each case, other than any Corporation Securities that are subject to a Transfer pursuant to a waiver of the transfer restrictions in accordance with Article IV of the Stockholders Agreement or that are otherwise subject to such transfer restrictions) that the proposed Transferee or payee furnish to the Corporation all information, to the fullest extent of the law, reasonably requested by the Corporation with respect to all the direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Board to be necessary or advisable to implement this Section D of this Article ELEVENTH, including, without limitation, authorizing such transfer agent to require an affidavit from a Purported Transferee regarding such Person’s actual and constructive ownership of stock and other evidence that a Transfer will not be prohibited by this Article ELEVENTH as a condition to registering any transfer. (2) If the Board of Directors determines that a conversion Prohibited Transfer has occurred, the Prohibited Transfer and, if applicable, the registration of Securities constitutes a such Prohibited Conversion thenTransfer, shall be void ab initio and have no legal effect and, upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee, to the fullest extent of the law, shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company Corporation with respect to the Excess Securities (the “Prohibited Distributions”), to an agent designated by the Board of Directors (the “Agent”). The . (a) In the case of a Prohibited Transfer described in Section C(1)(a) of this Article ELEVENTH, the Agent shall thereupon identify and sell to a buyer or buyers, which may include the Company, the Excess Securities transferred to it in one or more arm’s-length transactions (including over a national securities exchange on which the New York Stock ExchangeCorporation Securities may be traded, if possible); provided, however, that the Agent Agent, in its sole discretion, shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities; provided further that any such sale must not constitute a Prohibited Transfer. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the CompanyCorporation’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required required, to the fullest extent of the law, to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent Corporation grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales sale proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cSection D(3) of this 10.12 Article ELEVENTH if the Agent Agent, rather than the Converting Holder Purported Transferee, had resold the Excess Securities; or (b) In the case of a Prohibited Transfer described in Section C(1)(b) of this Article ELEVENTH, the purported transferor of Excess Securities in such Prohibited Transfer (the “Purported Transferor”) shall, to the fullest extent permitted by law, deliver to the Agent the sale proceeds from the Prohibited Transfer (in the form received, i.e., whether in cash or other property), and the Agent shall thereupon identify and sell any non-cash consideration to a buyer or buyers in one or more arm’s-length transactions (including over a national securities exchange, if possible). If the Purported Transferee is determinable (other than with respect to a transaction entered into through the facilities of a national securities exchange), the Agent shall, to the extent possible, return the Prohibited Distributions to the Purported Transferor, and shall reimburse the Purported Transferee from the sale proceeds received from the Purported Transferor (or the proceeds from the disposition of any non-cash consideration) for the cost (to the Purported Transferee) of any Excess Securities returned in accordance with Section D(3) of this Article ELEVENTH. If the Purported Transferee is not determinable, or to the extent the Excess Securities have been resold and thus cannot be returned to the Purported Transferor, the Agent shall use the proceeds to acquire on behalf of the Purported Transferor, in one or more arm’s-length transactions (including over a national securities exchange on which the Corporation Securities may be traded, if possible), an equal amount of Corporation Securities in replacement of the Excess Securities sold; provided, however, that, to the extent the amount of proceeds is not sufficient to fund the purchase price of such Corporation Securities and the Agent’s costs and expenses (as described in Section D(3) of this Article ELEVENTH), the Purported Transferor shall promptly, to the fullest extent permitted by law, fund such amounts upon demand by the Agent. (c3) The Except for Prohibited Distributions that are to be returned to the Purported Transferor in accordance with Section D(2)(b) of this Article ELEVENTH, the Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder had previously resold the Excess Securities, or any other amounts received by it from a Converting Holder, by and in accordance with Section D of this Article ELEVENTH as follows: : (1a) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; ; (2b) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion of the principal amount of the Securities applicable to the Excess Securities; and (3) third, any remaining amounts, subject to the limitations imposed paid by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors, and (ii) if Purported Transferee for the Excess Securities represent a 5% (or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to fair market value at the extent attributable to the disposition time of the portion Transfer, in the event the purported Transfer of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder in respect of any Prohibited Conversion shall be limited to the amount payable to the Converting Holder pursuant to clause (2) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 inure to the benefit of the Company. (d) If the Converting Holder fails to surrender the Excess Securities was, in whole or the proceeds of in part, a sale thereof to the Agent within thirty (30) business days from the date on which the Company makes a demand pursuant to paragraph (b) of this Section 10.12gift, then the Company shall institute legal proceedings to compel the surrender. (e) The Company shall make the demand described in paragraph (b) of this Section 10.12 within thirty (30) days of the date on which the Board of Directors determines that a conversion would result in Excess Securitiesinheritance or similar Transfer); provided, however, that if the Company makes such demand at a later date, the provisions of this Section 10.12 shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.and

Treatment of Excess Securities. (ai) No Agent, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such transferee of a Prohibited Conversion to be registered) of such Prohibited Conversion Transfer (the “Converting HolderPurported Transferee”) shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which that are the subject of the Prohibited Conversion Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder The Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders stockholders of the CompanyCorporation, including including, without limitation, the right to vote such Excess Securities and Securities, to receive dividends or distributions, whether liquidating or otherwise, in respect thereof and to effect any Transfer thereof, if any. Once the Excess Securities have been acquired in a Transfer that is in accordance with this Section 13.5 and is not a Prohibited Transfer, such Common Shares or other Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of this Section 13.5 shall also be a Prohibited Transfer. (bii) The Corporation may require, including, but not limited to, as a condition to the registration of the Transfer of any Corporation Securities or the payment of any dividend or distribution on any Corporation Securities, that the proposed transferee or payee furnish to the Corporation all information reasonably requested by the Corporation with respect to all the direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Board to be necessary or advisable to implement this Section 13.5, including, without limitation, authorizing such transfer agent to require an affidavit from a proposed transferee or payee regarding such Person’s actual and constructive ownership of stock and other evidence that a Transfer will not be prohibited by this Article 13 as a condition to registering any Transfer or paying any dividend or distribution. (i) If the Board of Directors determines that a conversion of Securities constitutes a Prohibited Conversion thenTransfer has occurred: (1) the Prohibited Transfer and, if applicable, the registration of such Prohibited Transfer, shall be void ab initio and have no legal effect; and (2) upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee (if identified by the Corporation or otherwise) shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company Corporation with respect to the Excess Securities (the “Prohibited Distributions”), to an agent designated and controlled by the Board of Directors (the “Agent”). The . (ii) In the case of a Prohibited Transfer described in Section 13.3(a)(A) (other than as a result of the consummation of the Merger), the Agent shall thereupon sell to a buyer or buyers, which may include the Company, buyers the Excess Securities transferred to it pursuant to this Section 13.5(b) in one or more arm’s-length transactions (including over a national securities exchange on which the New York Stock ExchangeCorporation Securities may be traded, if possible); possible); provided, however, that the Agent Agent, in its sole discretion, shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation SecuritiesSecurities; provided further that any such sale must not constitute a Prohibited Transfer. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the CompanyCorporation’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such salesale (in the form received, i.e., whether in cash or other property), and the Agent shall thereupon identify and sell any non-cash consideration to a buyer or buyers in one or more arm’s-length transactions (including over a national securities exchange, if possible), except to the extent that the Agent Corporation grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales sale proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cSection 13.5(c) of this 10.12 if the Agent Agent, rather than the Converting Holder Purported Transferee, had resold the Excess Securities. (ciii) The Agent shall apply any proceeds In the case of a sale by it Prohibited Transfer described in Section 13.3(a)(A) as a result of the consummation of the Merger (for this purpose, treating as a Prohibited Transfer any issuance of Corporation Securities that would have constituted a Prohibited Transfer but for the operation of section 2.1(e) of the Merger Agreement and the applicable provisions of this Article 13), the Agent shall, at the direction of the Company, thereupon deliver the Excess Securities and, if the Converting Holder had previously resold the Excess Securities, any amounts received by it from a Converting Holder, as follows: (1) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2) second, any remaining amounts shall be paid to the Converting Holder, up to the portion of the principal amount of the Securities applicable to the Excess Securities; and (3) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and or any comparable successor provision) (“Section 501(c)(3)”) selected by as determined in the Board of Directors, and Company’s sole discretion and/or (ii) if escheat such property to the state of residence or incorporation or formation, as applicable, of the Purported Transferee for the benefit of such state. (iv) In the case of a Prohibited Transfer described in Section 13.3(a)(B), the purported transferor of Excess Securities represent in such Prohibited Transfer (the “Purported Transferor”) shall deliver to the Agent the sale proceeds from the Prohibited Transfer (in the form received, i.e., whether in cash or other property), and the Agent shall thereupon identify and sell any non-cash consideration to a 5% buyer or greater Percentage Stock Ownership interest buyers in any class one or more arm’s-length transactions (including over a national securities exchange, if possible). If the identity of Corporation Securitiesthe Purported Transferee is determined (by the Corporation), then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) Agent shall, to the extent attributable possible, return to the disposition Purported Transferor any certificate or evidence of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder in respect of any Prohibited Conversion shall be limited to the amount payable to the Converting Holder pursuant to clause (2) of the preceding sentence. In no event shall the proceeds of any sale ownership of Excess Securities together with any Prohibited Distributions received by the Agent pursuant to this Section 10.12 inure 13.5(b), and shall reimburse the Purported Transferee up to the benefit of the Company. (d) If the Converting Holder fails to surrender an amount paid by such Purported Transferee for the Excess Securities in the Prohibited Transfer, such reimbursement to be made from (and limited to) the sale proceeds received by the Agent from the Purported Transferor (and the net proceeds realized by the Agent from the disposition of any non-cash consideration). If the identity of the Purported Transferee is not determined, or to the extent the Excess Securities have been resold and thus cannot be returned to the Purported Transferor, the Agent shall use the proceeds of a sale thereof to received by the Agent within thirty (30) business days from the date Purported Transferor (and the net proceeds realized by the Agent from the disposition of any non-cash consideration) to acquire on behalf of the Purported Transferor, in one or more arm’s-length transactions (including over a national securities exchange on which the Company makes a demand pursuant to paragraph (b) Corporation Securities may be traded, if possible), an equal amount of this Section 10.12, then the Company shall institute legal proceedings to compel the surrender. (e) The Company shall make the demand described Corporation Securities in paragraph (b) of this Section 10.12 within thirty (30) days replacement of the date on which the Board of Directors determines that a conversion would result in Excess Securities; Securities sold; provided, however, that if to the Company makes extent the amount of proceeds is not sufficient to fund the purchase price of such demand at a later dateCorporation Securities and the Agent’s costs and expenses (as described in Section 13.5(c)), the provisions of this Section 10.12 Purported Transferor shall apply nonethelesspromptly fund such deficiency upon demand by the Agent. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.

Treatment of Excess Securities. (ai) No Agent, employee or other agent of the Company shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such transferee of a Prohibited Conversion to be registered) of such Prohibited Conversion Transfer (the “Converting HolderPurported Transferee”) shall not be recognized as a shareholder of the Company for any purpose whatsoever in respect of the Common Shares or other Corporation Company Securities which that are the subject of the Prohibited Conversion Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder The Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders of the Company, including including, without limitation, the right to vote such Excess Securities and Securities, to receive dividends or distributions, whether liquidating or otherwise, in respect thereof and to effect any Transfer thereof, if any. Once the Excess Securities have been acquired in a Transfer that is in accordance with this Article 128 and is not a Prohibited Transfer, such Common Shares or other Corporation Company Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of this Article 128 shall also be a Prohibited Transfer. (bii) The Company may require, including, but not limited to, as a condition to the registration of the Transfer of any Company Securities or the payment of any dividend or distribution on any Company Securities, that the proposed transferee or payee furnish to the Company all information reasonably requested by the Company with respect to all the direct or indirect ownership interests in such Company Securities. The Company may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Committee to be necessary or advisable to implement this Article 128, including, without limitation, authorizing such transfer agent to require an affidavit from a proposed transferee or payee regarding such Person’s direct, indirect, and constructive ownership of stock and other evidence that a Transfer will not be prohibited by the Transfer Restrictions as a condition to registering any Transfer or paying any dividend or distribution. (i) If the Board of Directors determines that a conversion of Securities constitutes a Prohibited Conversion thenTransfer has occurred: (1) the Prohibited Transfer and, if applicable, the registration of such Prohibited Transfer, shall be void ab initio and have no legal effect; and (2) upon written demand by the Company, the Converting Holder Purported Transferee (if identified by the Company or otherwise) shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting HolderPurported Transferee’s possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company with respect to the Excess Securities (the “Prohibited Distributions”), to an agent designated and controlled by the Board of Directors Committee (the “Agent”). The . (ii) If a Prohibited Transfer has occurred, the Agent shall thereupon sell to a buyer or buyers, which may include the Company, buyers the Excess Securities transferred to it pursuant to this Article 128(b)(ii) in one or more arm’s-length transactions (including over a national securities exchange on which the New York Stock ExchangeCompany Securities may be traded, if possible); provided, however, that the Agent Agent, in its sole discretion, shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s sole discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Company Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Company Securities; provided further that any such sale by the Agent must not constitute a Prohibited Transfer. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the Company’s demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such salesale (in the form received, i.e., whether in cash or other property), and the Agent shall thereupon identify and sell any non-cash consideration to a buyer or buyers in one or more arm’s-length transactions (including over a national securities exchange, if possible), except to the extent that the Agent Company grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales sale proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cArticle 128(c) of this 10.12 if the Agent Agent, rather than the Converting Holder Purported Transferee, had resold the Excess Securities. (c) The Except for Prohibited Distributions that are to be returned to the Purported Transferor in accordance with Article 128(b)(ii), the Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder had previously resold the Excess Securities, or any other amounts received by it from a Converting Holder, by and in accordance with this Article 128 as follows: : (1i) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; ; (2ii) second, any remaining amounts shall be paid to the Converting HolderPurported Transferee, up to the portion amount paid by the Purported Transferee for the Excess Securities (or the fair market value at the time of the principal amount Prohibited Transfer, in the event the purported Transfer of the Excess Securities applicable to the Excess Securitieswas, in whole or in part, a gift, inheritance or similar Transfer); and and (3iii) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of DirectorsCommittee; provided, and (ii) however, that if the Excess Securities (including any Excess Securities arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales) represent a 5% or greater Percentage Stock Ownership interest in any class of Corporation Securitiesthe Company greater than the Ownership Cap, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one two or more unrelated organizations qualifying under Section 501(c)(3) of the Code selected by the Board Committee, such that no organization qualifying under Section 501(c)(3) of Directors. the Code shall possess Percentage Stock Ownership in the Company in excess of the Ownership Cap. (iv) The recourse of any Converting Holder Purported Transferee in respect of any Prohibited Conversion Transfer shall be limited to the amount payable to the Converting Holder Purported Transferee pursuant to clause (2ii) of above. Except to the preceding sentence. In extent used to cover the reasonable and documented out-of-pocket costs and expenses incurred by the Agent in performing its duties hereunder, in no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 Article 128 inure to the benefit of the Company. (d) If the Converting Holder Purported Transferee or the Purported Transferor fails to surrender the Excess Securities (as applicable) or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company makes a demand pursuant to paragraph (b) of this Section 10.12Article 128(b), then the Company shall institute shall, in such manner and at such time, as determined by the Committee, use its best efforts to enforce the provisions hereof, which may include the institution of legal proceedings to compel the surrender. Nothing in this Article 128(d) shall (i) be deemed inconsistent with any Prohibited Transfer of the Excess Securities provided in the Transfer Restrictions being void ab initio or (ii) preclude the Company in its discretion from immediately bringing legal proceedings without a prior demand. (e) The In the event of any Prohibited Transfer that does not involve a transfer of Company Securities within the meaning of the Act, the application of Article 128(b)-(d) shall make the demand be modified as described in paragraph (b) of this Section 10.12 within thirty (30) days of the date on which the Board of Directors determines that a conversion would result in Excess Securities; providedArticle 128(e). In such case, however, that if the Company makes no such demand at a later date, the provisions of this Section 10.12 Purported Transferee shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to dispose of any interest that is not a Company Security, but such Purported Transferee and/or any Person whose ownership of Company Securities is attributed to such Purported Transferee (such Purported Transferee or other Person, a “Remedial Holder”) shall be identified deemed to have disposed of and shall be required to dispose of sufficient Company Securities (which Company Securities shall be disposed of in certain circumstancesthe inverse order in which they were acquired) to cause such Purported Transferee, (2following such disposition, not to be in violation of the Transfer Restrictions. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Company Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Article 128(b)-(d), except that the maximum aggregate amount payable to a Remedial Holder in connection with such sale shall be the fair market value of such Excess Securities at the time of the Prohibited Transfer. A Remedial Holder shall not be entitled, with respect to such Excess Securities, to any rights of shareholders of the Company, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, following the time of the Prohibited Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due to such Remedial Holder. The purpose of this Article 128(e) whether a conversion is to extend the restrictions in Article 128(b)-(d) to situations in which there is a Prohibited Conversion or an attempted conversion would be Transfer without a Prohibited Conversion, (3) the Percentage Stock Ownership in the direct Transfer of Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) and this Article 128(e), along with the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination provisions of the Board of Directors on such matters Transfer Restrictions, shall be conclusive and binding for all interpreted to produce the purposes same results, with differences as the context requires, as a direct Transfer of this Section 10.12Company Securities.

Treatment of Excess Securities. (ai) No Agentofficer, director, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) transferee of such a Prohibited Conversion Transfer (the “Converting Holder”"Purported Transferee") shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which that are the subject of the Prohibited Conversion Transfer (the “"Excess Securities”"). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not be entitled to any rights as a stockholder of the Corporation with respect to such Excess Securities to any rights of shareholders of the CompanySecurities, including including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other the Corporation Securities shall cease to be Excess Securities. (bii) If the Board of Directors determines that a conversion Transfer of Corporation Securities constitutes a Prohibited Conversion Transfer then, upon written demand by the CompanyCorporation, the Converting Holder Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Converting Holder’s Purported Transferee's possession or control, together with any dividends or other distributions that were received by the Converting Holder Purported Transferee from the Company Corporation with respect to the Excess Securities (“"Prohibited Distributions”"), to an agent designated by the Board of Directors (the “"Agent”"). The Agent shall thereupon sell to a buyer or buyers, which may include the CompanyCorporation, the Excess Securities transferred to it in one or more arm’sarm's-length transactions (over the New York Stock ExchangeExchange or other national securities exchange on which the Corporation Securities may be traded, if possible); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s 's discretion, such sale or sales would disrupt the market for the Common Shares or other Corporation Securities or otherwise would adversely affect the value of the Common Shares or other Corporation Securities. If the Converting Holder shall have Purported Transferee has resold the Excess Securities before receiving the Company’s Corporation's demand to surrender the Excess Securities to the Agent, the Converting Holder Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent Corporation grants written permission to the Converting Holder Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Converting Holder Purported Transferee would have received from the Agent pursuant to paragraph (cd)(iii) of this 10.12 Section 5 if the Agent rather than the Converting Holder Purported Transferee had resold the Excess Securities. (c) The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Converting Holder had previously resold the Excess Securities, any amounts received by it from a Converting Holder, as follows: (1) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (2) second, any remaining amounts shall be paid to the Converting Holder, up to the portion of the principal amount of the Securities applicable to the Excess Securities; and (3) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to the Leucadia Foundation; provided, however, that (i) if the Leucadia Foundation shall have terminated prior to its receipt of such amounts, such remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (and any comparable successor provision) (“Section 501(c)(3)”) selected by the Board of Directors, and (ii) if the Excess Securities represent a 5% or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such remaining amounts after the payment under clause (1) of this Section 10.12(c) to the extent attributable to the disposition of the portion of such Excess Securities exceeding a 4.99 Percentage Stock Ownership interest in such class shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. The recourse of any Converting Holder in respect of any Prohibited Conversion shall be limited to the amount payable to the Converting Holder pursuant to clause (2) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.12 inure to the benefit of the Company. (d) If the Converting Holder fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) business days from the date on which the Company makes a demand pursuant to paragraph (b) of this Section 10.12, then the Company shall institute legal proceedings to compel the surrender. (e) The Company shall make the demand described in paragraph (b) of this Section 10.12 within thirty (30) days of the date on which the Board of Directors determines that a conversion would result in Excess Securities; provided, however, that if the Company makes such demand at a later date, the provisions of this Section 10.12 shall apply nonetheless. (f) The Board of Directors of the Company shall have the power to determine all matters necessary to determine compliance with this Section 10.12, including without limitation (1) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (2) whether a conversion is a Prohibited Conversion or an attempted conversion would be a Prohibited Conversion, (3) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount due to a Converting Holder pursuant to clause (2) of paragraph (c) of this Section 10.12, and (6) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 10.12.