Page 7 of 10 SEC Filing Pursuant to the Certificate
of Amendment, holders of Preferred Stock are entitled to participate on an as-converted basis in any cash dividends paid to the
holders of shares of Common Stock (the “Common Dividends”). Cumulative preferred dividends will accrue daily
on the Preferred Stock and are payable at a rate of 1.25% per quarter (net of any Common Dividends and subject to increase up to
a maximum rate of 5.00% per quarter if the Company breaches certain obligations) (the “Preferred Dividends”).
Except to the extent not otherwise previously paid in accordance with the terms of the Certificate of Amendment, Preferred Dividends
will be payable on the seventh anniversary of the Closing Date, as and when declared by the Board and at the end of each quarter
thereafter. Accrued and unpaid Preferred Dividends may be paid in cash, in shares of the Company’s non-voting, non-convertible
Series D Preferred Stock, par value $1.00 per share (the “Series D Preferred Stock”), as established in the
Certificate of Amendment, or, subject to certain conditions, in shares of Common Stock.
The descriptions of
the Investment Agreement and the Investor Rights Agreement in Item 3 and this Item 4 are not intended to be complete and are qualified
in their entirety by the full text of the Investment Agreement and the Investor Rights Agreement, respectively, each of which is
filed as an exhibit hereto and is incorporated by reference herein.
Other than as described
in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of
the transactions or matters for which disclosure is required pursuant to Item 4 of Schedule 13D; provided, however, that the Reporting
Persons at any time and from time to time may review, reconsider, modify and/or change their intentions and/or purposes with respect
to the Company, and/or may develop any such plans or proposals that they deem appropriate with respect to the Company, including
one or more transactions or matters for which disclosure will be required pursuant to Item 4 of Schedule 13D.
Item 5. Interest in Securities
of the Issuer.
Based on the information
set forth in the Annual Report on Form 10-K of the Company filed on February 23, 2016 with the Securities and Exchange Commission,
there were 435,472,459 shares of the Common Stock issued and outstanding as of January 31, 2016. Pursuant to the Investment Agreement,
as of the Closing Date and the date of filing of this Schedule 13D (the “Filing Date”), Cleveland Investor holds
435,000 shares of the Preferred Stock. The shares of the Preferred Stock held by Cleveland Investor, as of the Closing Date, are
convertible at any time at Cleveland Investor’s option into 87,000,000 shares of the Common Stock, or approximately 16.7%
of the Common Stock deemed issued and outstanding as of the Closing Date and the Filing Date, based on the initial conversion price
of $5.00 per share, subject to certain adjustments.
Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he or it is
the member of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, or for any other purpose.
Except as set forth herein,
none of the Reporting Persons has engaged in any transactions during the 60 days prior to the Closing Date, and between the Closing
Date and the Filing Date, in any securities of the Company, except as expressly set forth herein.
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Pursuant to the Certificate
of Amendment, holders of Preferred Stock are entitled to participate on an as-converted basis in any cash dividends paid to the
holders of shares of Common Stock (the “Common Dividends”). Cumulative preferred dividends will accrue daily
on the Preferred Stock and are payable at a rate of 1.25% per quarter (net of any Common Dividends and subject to increase up to
a maximum rate of 5.00% per quarter if the Company breaches certain obligations) (the “Preferred Dividends”).
Except to the extent not otherwise previously paid in accordance with the terms of the Certificate of Amendment, Preferred Dividends
will be payable on the seventh anniversary of the Closing Date, as and when declared by the Board and at the end of each quarter
thereafter. Accrued and unpaid Preferred Dividends may be paid in cash, in shares of the Company’s non-voting, non-convertible
Series D Preferred Stock, par value $1.00 per share (the “Series D Preferred Stock”), as established in the
Certificate of Amendment, or, subject to certain conditions, in shares of Common Stock.
The descriptions of
the Investment Agreement and the Investor Rights Agreement in Item 3 and this Item 4 are not intended to be complete and are qualified
in their entirety by the full text of the Investment Agreement and the Investor Rights Agreement, respectively, each of which is
filed as an exhibit hereto and is incorporated by reference herein.
Other than as described
in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of
the transactions or matters for which disclosure is required pursuant to Item 4 of Schedule 13D; provided, however, that the Reporting
Persons at any time and from time to time may review, reconsider, modify and/or change their intentions and/or purposes with respect
to the Company, and/or may develop any such plans or proposals that they deem appropriate with respect to the Company, including
one or more transactions or matters for which disclosure will be required pursuant to Item 4 of Schedule 13D.
Item 5. Interest in Securities
of the Issuer.
Based on the information
set forth in the Annual Report on Form 10-K of the Company filed on February 23, 2016 with the Securities and Exchange Commission,
there were 435,472,459 shares of the Common Stock issued and outstanding as of January 31, 2016. Pursuant to the Investment Agreement,
as of the Closing Date and the date of filing of this Schedule 13D (the “Filing Date”), Cleveland Investor holds
435,000 shares of the Preferred Stock. The shares of the Preferred Stock held by Cleveland Investor, as of the Closing Date, are
convertible at any time at Cleveland Investor’s option into 87,000,000 shares of the Common Stock, or approximately 16.7%
of the Common Stock deemed issued and outstanding as of the Closing Date and the Filing Date, based on the initial conversion price
of $5.00 per share, subject to certain adjustments.
Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he or it is
the member of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, or for any other purpose.
Except as set forth herein,
none of the Reporting Persons has engaged in any transactions during the 60 days prior to the Closing Date, and between the Closing
Date and the Filing Date, in any securities of the Company, except as expressly set forth herein.
