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0.9406 (i.e., the Share Cap), subject to certain adjustments; subject, in
each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuers common stock),
subdivisions or combinations with respect to the Issuers common stock as described in the preliminary prospectus supplement.
Upon such a conversion, the holders will be limited to a maximum number of shares of the Issuers common stock equal to the Share Cap multiplied by the
number of shares of Series A Preferred Stock converted. If the Common Stock Price is less than $26.58 (which is approximately 50% of the per-share closing sale price of the Issuers common stock reported
on the NYSE on June 25, 2021), subject to adjustment, the holders will receive a maximum of 2,821,800 shares of the Issuers common stock per share of Series A Preferred Stock, which may result in the holders receiving a value that is less
than the liquidation preference of the Series A Preferred Stock.
If, prior to the
Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series A Preferred Stock
will not have any right to convert the series A Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series A Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on
the related date of redemption instead of converted on the Change of Control Conversion Date.
The Change of Control Conversion Date is the date the Series A Preferred Stock is to be converted, which will be a business day that is no fewer
than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series A Preferred Stock.
The Common Stock Price will be (i) if the consideration to be received
in the Change of Control by the holders of the Issuers common stock is solely cash, the amount of cash consideration per share of the Issuers common stock or (ii) if the consideration to be received in the Change of Control by
holders of the Issuers common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuers common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices
or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on
the principal U.S. securities exchange on which the Issuers common stock is then traded, or (y) the average of the last quoted bid prices for the Issuers common stock in the over-the-counter market as reported by OTC Markets Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of
Control, if the Issuers common stock is not then listed for trading on a U.S. securities exchange.
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