that any shares of the Series E Preferred Stock are
held by the Foundation. The conversion ratio for each
share of Series E Preferred Stock shall be equal to
(i) $1,000 per share, plus accrued but unpaid
dividends as of the conversion date, divided by (ii)
the average volume weighted average price per share
of the common stock of the Corporation during the ten
(10) trading days preceding the conversion date.

Redemption at the Option of the Corporation. At any
time on and after the tenth anniversary of April 20,
2017, the Corporation, at its option, may redeem the
Series E Preferred Stock in whole (but not in part),
at a price equal to $1,000 per share, plus any
accrued and unpaid dividends, payable in cash;
provided that if any shares of the Series E Preferred
Stock are held by the Foundation at the time of such
redemption, the price for redemption of each share of
Series E Preferred Stock shall be the greater of (i)
$1,000 per share, plus any accrued but unpaid
dividends and (ii) the fair market value of the
Series E Preferred Stock as determined by a third
party appraiser selected in good faith by the
Corporation, subject to the Foundations approval
which such approval shall not be unreasonably
withheld or delayed.

Transfer. A holder of shares of Series E Preferred
Stock may transfer such holder’s shares of Series E
Preferred Stock to (i) the Corporation or any
subsidiary of the Corporation or (ii) otherwise in a
transaction to an effective registration statement
under the Securities Act of 1933, as amended, and the
regulations promulgated thereunder (“Securities
Act”) or to an available exemption from, or in a
transaction not subject to, the registration
requirements of the Securities Act and in accordance
with applicable state securities laws, subject to
compliance with the other requirements of the
Certificate of Designation. The Certificate of
Designation provides that in no event shall a
transfer of the Series E Preferred Stock be made if
such transfer, or such transfer together with any
other transfers, would result in the Corporation
being required to register the Series E Preferred
Stock under Section 12 of the Securities Exchange Act
of 1934, as amended, and the regulations promulgated
thereunder (the Exchange Act), or would otherwise
trigger or subject the Corporation, or any subsidiary
or other affiliate of the Corporation, to the
registration requirements of the Exchange Act with
respect to the Series E Preferred Stock.

Liquidation Preference. In the event the Corporation
voluntarily or involuntarily liquidates, dissolves or
winds up, subject to the prior and superior rights of
the holders of any senior securities, holders of
shares of Series E Preferred Stock will be entitled
to receive liquidating distributions in the amount of
$1,000 per share of Series E Preferred Stock, in each
case, plus an amount equal to any declared but unpaid
dividends to and including the date of such
liquidation, out of assets legally available for
distribution to the Corporation’s stockholders,
before any distribution of assets is made to the
holders of any junior securities, subject to certain
limitations.

No Voting Rights. Holders of shares of Series E
Preferred Stock will not have any voting rights,
including the right to elect any directors, except
voting rights, if any, required from time to time by
Oklahoma law, and their consent will not be required
(except to the extent they are entitled by law to
vote) for taking any corporate action.

No Preemptive Rights. No shares of Series E Preferred
Stock will have any rights of preemption whatsoever
as to any securities of the Corporation.

Rank. The Series E Preferred Stock will, with respect
to dividend rights and rights on liquidation,
winding-up and dissolution, rank: (i) on a parity
with each class or series of equity securities of the
Corporation the terms of which expressly provide that
such class or series will rank on parity with the
Series E Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution of
the Corporation, (ii) senior to the common stock of
the