SOHOB Conversion Rights (from prospectus)
Upon the occurrence of a Change of Control, each holder of shares of the Series B Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem shares of our Series B Preferred Stock) to convert some or all of the shares of the Series B Preferred
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Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of our Series B Preferred Stock to be converted equal to the lesser of:
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| | • | | the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Stock distribution payment and prior to the corresponding Series B Preferred Stock distribution payment date, in which case no additional amount for such accrued and unpaid distribution will be included in this sum) by (ii) the Common Stock Price (as defined herein); and |
| | • | | 8.29187, or the Share Cap, subject to certain adjustments; |
| | subject, in each case, to provisions for the receipt of alternative consideration, as described in this prospectus supplement. |
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The theoritical conversion based on 2.50/share x (8.29187) = $20.73/share for each SOHOB |
