The 2016 Notes will mature on July 1, 2020, unless earlier repurchased, redeemed or converted in accordance with the Indenture. Following the Trigger Date (as defined below), the 2016 Notes must be settled in cash until the Company obtains the requisite approval from its stockholders (“Stockholder Approval”) to (a) amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the total number of authorized but unissued shares of Common Stock to an amount sufficient to permit the conversion of all outstanding 2016 Notes and Warrants into shares of Common Stock at the then applicable Conversion Rate (as defined below) or Exercise Price (as defined below), as applicable; (b) approve the sale and issuance of the maximum number of shares of Common Stock upon conversion of the 2016 Notes and exercise of the Warrants, based on the then applicable Conversion Rate or Exercise Price (as defined below), as applicable, as required by Nasdaq Rule 5365; and (c) approve the sale and issuance of the shares of Common Stock upon conversion of 2016 Notes and exercise of the Warrants to Baupost that may result in a change of control (as interpreted by The Nasdaq Stock Market LLC) of the Company as required by Nasdaq Rule 5365(b). From and after September 21, 2016 (the “Trigger Date”) and if Stockholder Approval has not been obtained, all or any portion of the aggregate principal amount of the 2016 Notes shall be convertible, at any time, in the sole discretion of the holder, into an amount of cash determined by multiplying (i) the Conversion Rate by (ii) the average of the volume weighted average price per share during a 5-day observation period (the “Average Daily VWAP”); in addition, if the Company does not receive Stockholder Approval by the Trigger Date, the 2016 Notes held by qualifying Purchasers will bear interest at a rate of 8.0% per annum and the Conversion Rate shall be increased by 20% until Stockholder Approval is obtained. From and after the date that the Company obtains Stockholder Approval, the 2016 Notes shall only be convertible (without regard to the Trigger Date) into shares of Common Stock of the Company at the Conversion Rate. In the event of a change of control transaction at any time and without regard to the Trigger Date or whether Stockholder Approval is obtained, the 2016 Notes will be convertible for a period beginning on the closing of such change of control transaction and ending 35 Trading Days after the closing of such transaction.