(2) If the Company's stockholders approve the Amendment, the Series S Preferred
Stock will automatically convert in full into shares of the Company's Common
Stock at a rate of 1,000 shares of Common Stock for each share of Series S
Preferred Stock, subject to certain adjustments, and the Contingent Warrants
will expire without becoming exercisable. If the Company's stockholders reject
the Amendment, the Contingent Warrants and the depositary shares will separate
and begin to trade separately, the Series S Preferred Stock will automatically
partially convert into the Company's Common Stock and upon such partial
conversion, the conversion rate for the Series S Preferred Stock will be
proportionately reduced, and thereafter upon subsequent stockholder approval of
the Amendment, the Series S Preferred Stock automatically will convert in full
at the reduced conversion rate. If the Company's stockholders have not acted
upon the Amendment on or before March 23, 2010, the Contingent Warrants and the
depositary shares will separate and begin to trade separately (however the
Contingent Warrants will not become exercisable unless and until the
stockholders reject the Amendment), the Series S Preferred Stock will
automatically partially convert into Common Stock and upon such partial
conversion, the conversion rate for the Series S Preferred Stock will be
proportionately reduced, and thereafter upon subsequent stockholder approval of
the Amendment, the Series S Preferred Stock automatically will convert in full
at the reduced conversion rate.