Exhibit 3.1

ARTICLES OF AMENDMENT

OF

THE ARTICLES OF INCORPORATION

OF

PENN VIRGINIA CORPORATION

The undersigned, on behalf of Penn Virginia Corporation, a Virginia corporation (the “Corporation”), pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:

1. The name of the Corporation is Penn Virginia Corporation.

2. The amendments to the Corporation’s Articles of Incorporation, as amended (the “Articles of Incorporation”), adopted consist of (a) the deletion from Article Six of all of the provisions of Paragraph (e) thereto (such deleted provisions consist of the authorization and creation of a series of the Corporation’s authorized Preferred Stock designated as “Series A Junior Participating Preferred Stock”) and (b) the replacement of such deleted provisions in their entirety with the text set forth below (collectively, the “Amendments”):

(e) Establishment of Series. There is hereby established a series of the corporation’s authorized Preferred Stock, par value $100.00 per share, to be designated as “6.00% Convertible Perpetual Preferred Stock, Series A” (the “Series A Convertible Preferred Stock”). The designation and number, and relative rights, preferences and limitations of the Series A Convertible Preferred Stock, insofar as not already fixed by any other provisions of these Articles of Incorporation, shall be as follows:

1. NUMBER OF SHARES. The maximum number of shares of Series A Convertible Preferred Stock shall be Eleven Thousand Five Hundred (11,500).

2. DEFINITIONS. As used in this resolution, the following words and phrases shall have the respective meanings set forth in this Section 2:

“Additional Shares” shall have the meaning set forth in Section 9(a).

“Board of Directors” means the Corporation’s board of directors.

“Business Day” means each day other than a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Closing Sale Price” of the Corporation’s common stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the NYSE or, if the Corporation’s common stock is not listed on the NYSE, the principal United States national or regional securities exchange on which the Corporation’s common stock is listed or, if the Corporation’s common stock is not listed on a United States national or regional securities exchange, on the principal other market on which the Corporation’s common stock is then traded. If the Corporation’s common stock is not so listed, the Closing Sale Price will be an amount determined in good faith by the Board of Directors to be the fair value of the common stock.

“Conversion Date” shall have the meaning set forth in Section 7(b).

“Conversion Price” shall mean the amount determined by dividing the Liquidation Preference by the Conversion Rate at such time.

“Conversion Rate” means 1,666.67 shares of the Corporation’s common stock per share of Series A Convertible Preferred Stock, subject to adjustment as set forth in Section 7(d).

“Current Market Price” means the average of the Daily Closing Price per share of the Corporation’s common stock on each of the ten consecutive Trading Days preceding the earlier of the second day preceding the date in question and the day before the Ex-Date with respect to the issuance or distribution requiring such computation; provided, however, that solely for purposes of determining any adjustment to the Conversion Rate in the event of a Spin-Off (as contemplated by Section 7(d)(iv)), the “Current Market Price” means the average of the Daily Closing Price per share of the Corporation’s common stock on each of the first ten consecutive Trading Days commencing on and including the fifth Trading Day following the Ex-Date for such distribution.

“Daily Closing Price” of the Corporation’s common stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States securities exchange on which the Corporation’s common stock is traded or, if the Corporation’s common stock is not listed on a United States national or regional securities exchange, on the principal other market on which the Corporation’s common stock is then traded. In the absence of such a quotation, the Daily Closing Price shall be an amount determined in good faith by the Board of Directors, or a committee thereof, to be the fair value of the Corporation’s common stock.

“Daily VWAP” means, with respect to the Corporations’ common stock on any Trading Day, the per share volume-weighted average price of the Corporation’s common stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page PVA <EQUITY> VAP (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day (or if such volume-weighted average price is unavailable on any such day, the Closing Sale Price shall be used for such day. Daily VWAP shall be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“Dividend Agent” shall have the meaning set forth in Section 5(d).

“Dividend Payment Date” means January 15, April 15, July 15 and October 15 of each year, commencing January 15, 2013.

“Dividend Period” means the period commencing on and including a Dividend Payment Date and ending on and including the day immediately preceding the next succeeding Dividend Payment Date, with the exception that the first Dividend Period shall commence on and include the Issue Date and end on and include January 14, 2013.

“Dividend Rate” means the rate per annum of 6.00% per share on the Liquidation Preference.

“Ex-Date” means, when used with respect to any issuance or distribution, the first date on which shares of the Corporation’s common stock trade without the right to receive such issuance or distribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“Expiration Date” shall have the meaning set forth in Section 8(a).

“Fundamental Change” means the occurrence of any of the following:

(i) the Corporation consolidates with, or amalgamates or merges with or into, another person, or any person consolidates with, or amalgamates or merges with or into, the Corporation, other than (a) pursuant to a transaction in which the persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, the voting shares of the Corporation immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing a majority of the total voting power of all outstanding classes of voting shares of the continuing or surviving person in substantially the same proportion among themselves as such ownership immediately prior to such transaction or (b) any merger solely for the purpose of changing the Corporation’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of common stock solely into shares of common stock of the surviving entity;

(ii) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the Corporation’s assets (determined on a consolidated basis) to any person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than pursuant to a transaction in which persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, the voting shares immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing a majority of the total voting power of such person or group;

(iii) the adoption of a plan the consummation of which would result in the liquidation or dissolution of the Corporation;

(iv) the acquisition, directly or indirectly, by any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act), of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate voting power of the Corporation’s voting shares;

(v) during any period of two consecutive years, individuals who at the beginning of such period comprised the Board of Directors (together with any new directors whose appointment by such Board of Directors or whose nomination for election by the Corporation’s shareholders was approved by a vote of 66-2/3% of the Corporation’s directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or

(vi) the Corporation’s common stock ceases to be listed on a national or regional securities exchange;

provided, however, that a Fundamental Change shall not be deemed to have occurred in the case of a merger or consolidation, or a Board of Directors change related thereto, if at least 90% of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation consists of common stock of a company incorporated or organized under the laws of the United States or any political subdivision thereof, and traded on a national securities exchange (or which will be so traded when issued or exchanged in connection with such transaction).

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“Fundamental Change Conversion Period” shall have the meaning set forth in Section 8(a).

“Fundamental Change Effective Date” means, with respect to the occurrence of any Fundamental Change, the effective date of such Fundamental Change.

“Fundamental Change Notice” shall have the meaning set forth in Section 8(c).

“Fundamental Change Stock Price” means, with respect to a Fundamental Change, (i) if holders of the Corporation’s common stock receive only cash in the Fundamental Change transaction, the cash amount paid per share of the Corporation’s common stock or (ii) if not, the average of the Closing Sales Prices of the Corporation’s common stock on each of the ten consecutive Trading Days prior to but not including the Fundamental Change Effective Date.

“Issue Date” means October 17, 2012.

“Junior Stock” means all classes of the Corporation’s common stock and any other class of capital stock or series of preferred stock of the Corporation established after the Issue Date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series A Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

“Liquidation Preference” means, with respect to each share of Series A Convertible Preferred Stock, $10,000.00 per share.

“Make-Whole Premium” shall have the meaning set forth in Section 9(a).

“Mandatory Conversion” shall have the meaning set forth in Section 10(a).

“Mandatory Conversion Date” shall have the meaning set forth in Section 10(b).

“Market Disruption Event” means (i) a failure by the NYSE or, if the Corporation’s common stock is not listed on the NYSE, the principal United States national or regional securities exchange on which the Corporation’s common stock is listed, to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. on any Trading Day for the Corporation’s common stock of an aggregate one half hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Corporation’s common stock or in any options, contracts or future contracts relating to the Corporation’s common stock.

“NYSE” means the New York Stock Exchange.

“Parity Stock” means any class of capital stock or series of preferred stock of the Corporation established after the Issue Date, the terms of which expressly provide that such class or series shall rank on a parity with the Series A Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

“Publicly Traded Common Stock” means shares of common stock that are listed on a national securities exchange, or will be so listed when issued or exchanged with the relevant Fundamental Change.

“Record Date” means (i) with respect to the dividends payable on January 15, April 15, July 15 and October 15 of each year, the immediately preceding January 1, April 1, July 1 and October 1, respectively,

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and (ii) with respect to matters other than the payment of dividends, such record date established by the Board of Directors as permitted by Section 13.1-660 of the Virginia Stock Corporation Act (or any successor provision thereto).

“Reorganization Event” shall have the meaning set forth in Section 7(h).

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Stock” means any class of capital stock or series of preferred stock of the Corporation established after the Issue Date, the terms of which expressly provide that such class or series shall rank senior to the Series A Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

“Spin-Off” shall have the meaning set forth in Section 7(d)(iv).

“Trading Day” means a day during which (i) trading in securities generally occurs on the NYSE or, if the Corporation’s common stock is not listed on the NYSE, or the principal United States national or regional securities exchange on which the Corporation’s common stock is then listed or, if the Corporation’s common stock is not so listed, admitted for trading or quoted, any Business Day and (ii) there is no Market Disruption Event; provided, however, that a “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading system.

“Transfer Agent” means the American Stock Transfer and Trust Company, LLC, until a successor replaces it and, thereafter, means the successor.

“Voting Group” shall have the meaning set forth in Section 13(b).

3. RANK. The Series A Convertible Preferred Stock shall, with respect to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution, rank: (i) senior to any Junior Stock; (ii) on a parity, in all respects, with any Parity Stock; and (iii) junior to any Senior Stock.

4. DIVIDENDS.

(a) Holders of shares of Series A Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of the Corporation’s common stock or through any combination of cash and shares of the Corporation’s common stock, as provided pursuant to Section 5. Dividends on the Series A Convertible Preferred Stock shall be payable quarterly on each Dividend Payment Date at the Dividend Rate, and shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date, whether or not in any Dividend Period(s) there have been funds legally available for the payment of such dividends. Dividends shall be payable to holders of record as they appear on the Corporation’s stock register on the immediately preceding Record Date. Accumulations of dividends on shares of Series A Convertible Preferred Stock do not bear interest.

(b) Dividends payable on the Series A Convertible Preferred Stock for any period other than a full Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

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(c) No dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of Series A Convertible Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid or declared and a sufficient sum or number of shares of the Corporation’s common stock have been set apart for the payment of such dividend, upon all outstanding shares of Series A Convertible Preferred Stock.

(d) Unless all accrued, accumulated and unpaid dividends on the Series A Convertible Preferred Stock for all past Dividend Periods shall have been paid in full, the Corporation shall not:

(i) declare or pay any dividend or make any distribution of assets on any Junior Stock, other than dividends or distributions in the form of Junior Stock and cash solely in lieu of fractional shares in connection with any such dividend or distribution;

(ii) redeem, purchase or otherwise acquire any shares of Junior Stock or pay or make any monies available for a sinking fund for such shares of Junior Stock, other than (i) upon conversion or exchange for other Junior Stock or (ii) the purchase of fractional interests in shares of any Junior Stock pursuant to the conversion or exchange provisions of such shares of Junior Stock;

(iii) declare or pay any dividend or make any distribution of assets on any shares of Parity Stock, other than dividends or distributions in the form of Parity Stock or Junior Stock and cash solely in lieu of fractional shares in connection with any such dividend or distribution; or

(iv) redeem, purchase or otherwise acquire any shares of Parity Stock, except upon conversion into or exchange for other Parity Stock or Junior Stock and cash solely in lieu of fractional shares in connection with any such conversion or exchange.

(e) When dividends are not paid in full upon the shares of Series A Convertible Preferred Stock, as described above, all dividends declared on the Series A Convertible Preferred Stock and any other Parity Stock shall be paid either (i) pro rata so that the amount of dividends so declared on the shares of Series A Convertible Preferred Stock and each such other class or series of Parity Stock shall in all cases bear to each other the same ratio as accumulated dividends on the shares of Series A Convertible Preferred Stock and such class or series of Parity Stock bear to each other or (ii) on another basis that is at least as favorable to the holders of the Series A Convertible Preferred Stock entitled to receive such dividends.

5. METHOD OF PAYMENT OF DIVIDENDS.

(a) The Corporation shall pay any dividend on the Series A Convertible Preferred Stock (whether or not for a current Dividend Period or any prior Dividend Period, and including in connection with the payment of accrued, accumulated and unpaid dividends upon conversion of the Series A Convertible Preferred Stock as described in these Articles of Amendment), either: (i) in cash; (ii) by delivery of shares of the Corporation’s common stock; or (iii) through any combination of cash and shares of the Corporation’s common stock.

(b) If the Corporation makes any payment of dividends on the Series A Convertible Preferred Stock in shares of the Corporation’s common stock, such shares of the Corporation’s common stock shall be valued for such purpose, in the case of any dividend payment, at 95% of the average of the Daily VWAP of the Corporation’s common stock on each of the ten consecutive Trading Days ending on the second Trading Day immediately preceding the payment date for such dividend, or in the case of a Fundamental Change, the same day as such payment is valued with respect to holders of the Corporation’s

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common stock or, if not applicable, the second Trading Day immediately preceding the effective date of such Fundamental Change.

(c) The Corporation shall give the holders of the Series A Convertible Preferred Stock notice of the payment method in respect of any dividend at least ten days prior to the payment date for such dividend.

(d) If the Corporation elects to pay all or a portion of a dividend on the Series A Convertible Preferred Stock in the form of shares of the Corporation’s common stock, the Corporation shall deliver such shares to the Transfer Agent or another agent (in such capacity, the “Dividend Agent”) on behalf of the holders of the Series A Convertible Preferred Stock and shall instruct, at the Corporation’s sole option, the Dividend Agent to either:

(i) sell such shares for cash on behalf of the holders of the Series A Convertible Preferred Stock and deliver the net proceeds to the holders less any deductions for withholding taxes; or

(ii) deliver such shares to or for the account of the holders less any shares required to be sold for withholding taxes.

(e) If the Corporation pays all or a portion of a dividend in the form of shares of the Corporation’s common stock, any such shares of the Corporation’s common stock delivered to the Dividend Agent shall be owned beneficially by the holders of the Series A Convertible Preferred Stock upon delivery to the Dividend Agent, and the Dividend Agent shall hold such shares and any net cash proceeds from the sale of such shares for the exclusive benefit of the holders.

(f) If the Corporation elects to deliver shares to the Dividend Agent on behalf of the holders of the Series A Convertible Preferred Stock for sale for cash on behalf of such holders, the Dividend Agent shall serve as the designated agent of the holders of the Series A Convertible Preferred Stock in making such sales. By purchasing and/or acquiring the Series A Convertible Preferred Stock, each holder of Series A Convertible Preferred Stock shall be deemed to appoint the Dividend Agent as such holder’s agent for the sale of any shares of the Corporation’s common stock that are delivered to the Dividend Agent, on such holder’s behalf, upon payment of dividends on the Series A Convertible Preferred Stock.

(g) The net proceeds of any sales of shares of the Corporation’s common stock delivered to the Dividend Agent as dividend payments shall be distributed to holders of Series A Convertible Preferred Stock on a pro rata basis based on the aggregate Liquidation Preference of the outstanding shares of Series A Convertible Preferred Stock less any deductions for withholding taxes as determined on a holder-by-holder basis.

(h) In order to satisfy any obligation to withhold taxes arising from any payment of a dividend or deemed dividend with respect to the Series A Convertible Preferred Stock, by purchasing and/or acquiring the Series A Convertible Preferred Stock, each holder of the Series A Convertible Preferred Stock shall be deemed to authorize the Corporation and the Dividend Agent to make any deductions required by law, and pay to any taxing authority any amount necessary to satisfy such obligation, including the sale by the Dividend Agent of an appropriate number of shares of common stock that are owned beneficially by such holder of the Series A Convertible Preferred Stock subject to withholding tax and the payment to the Corporation of the net cash proceeds resulting from the sale for the satisfaction of those withholding obligations.

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(i) If a holder of record on the applicable Record Date of Series A Convertible Preferred Stock gives notice to the Dividend Agent at least ten days prior to the applicable Dividend Payment Date not to sell shares of the Corporation’s common stock to be delivered as dividend payment to the Dividend Agent and held on behalf of such holder, the Dividend Agent shall deliver to or for the account of such holder, promptly after receipt thereof by the Dividend Agent, the shares of the Corporation’s common stock delivered as payment of such dividend except any shares required to be deducted on account of withholding taxes.

(j) In lieu of issuing fractional shares of the Corporation’s common stock, the Corporation will pay a cash adjustment to each holder of Series A Convertible Preferred Stock entitled to a fraction of a share of the Corporation’s common stock; provided, however, that the Corporation may round such fractional share up to the next highest whole number of shares in lieu of making such cash adjustment.

6. LIQUIDATION PREFERENCE. In the event of any voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, each holder of Series A Convertible Preferred Stock shall be entitled to receive and to be paid out of the Corporation’s assets available for distribution to the Corporation’s shareholders, before any payment or distribution is made to holders of Junior Stock, the Liquidation Preference per share of the Series A Convertible Preferred Stock held by such holder, plus accumulated and unpaid dividends on the shares to the date fixed for liquidation, winding-up or dissolution. If, upon the Corporation’s voluntary or involuntary liquidation, winding-up or dissolution, the amounts payable with respect to the Series A Convertible Preferred Stock and all Parity Stock are not paid in full, the holders of the Series A Convertible Preferred Stock and the Parity Stock shall share equally and ratably in any distribution of the Corporation’s assets available for distribution to the Corporation’s shareholders in proportion to the full liquidation preference and accumulated and unpaid dividends to which they are entitled. After payment of the full amount of the Liquidation Preference and accumulated and unpaid dividends to which they are entitled, the holders of the Series A Convertible Preferred Stock shall have no right or claim to any of the Corporation’s remaining assets. For purposes of this Section 6, neither the sale of all or substantially all of the Corporation’s assets or business (other than in connection with the liquidation, winding-up or dissolution of the Corporation), nor the merger or consolidation of the Corporation into or with any other person, shall be deemed to be a voluntary or involuntary liquidation, winding-up or dissolution of the Corporation.

7. CONVERSION AT THE OPTION OF THE HOLDER; ANTI-DILUTION ADJUSTMENTS.

(a) Other than during a Fundamental Change Conversion Period, each holder of the Series A Convertible Preferred Stock shall have the right, at any time, at such holder’s option, to convert, subject to the terms and provisions of this Section 7, any or all of such holder’s shares of Series A Convertible Preferred Stock into fully paid and nonassessable shares of the Corporation’s common stock at the then applicable Conversion Rate.

(b) In addition to the number of shares of the Corporation’s common stock issuable upon conversion of each share of Series A Convertible Preferred Stock at the option of the holder on the effective date of any conversion (herein referred to as the “Conversion Date”), each converting holder shall have the right to receive, in accordance with the provisions of Sections 4 and 5, an amount equal to all accrued, accumulated and unpaid dividends on such converted shares of Series A Convertible Preferred Stock, whether or not declared prior to the Conversion Date, for all prior Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding the Conversion Date (other than previously declared dividends on the Series A Convertible Preferred Stock payable to holders of record as of a prior date), provided that the Corporation is then legally permitted to pay such dividends. Except as described above and in Section 8, upon any optional conversion of the Series A Convertible Preferred Stock, the

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Corporation shall make no payment or allowance for unpaid dividends on the Series A Convertible Preferred Stock.

(c) As of the close of business on the Conversion Date with respect to a conversion, a converting holder of Series A Convertible Preferred Stock shall be deemed to be the holder of record of the shares of the Corporation’s common stock issuable upon conversion of such holder’s Series A Convertible Preferred Stock notwithstanding that the share register of the Corporation shall then be closed or that certificates representing such shares of the Corporation’s common stock shall not then be actually delivered to such holder; provided, however, that prior to the close of business on the applicable Conversion Date, the shares of the Corporation’s common stock issuable upon conversion of the Series A Convertible Preferred Stock shall not be deemed to be outstanding for any purpose and such holder shall have no rights with respect to such shares of the Corporation’s common stock, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on such common stock, by virtue of holding the Series A Convertible Preferred Stock.

(d) The Conversion Rate shall be adjusted if:

(i) the Corporation pays a dividend (or other distribution) in shares of the Corporation’s common stock to all holders of shares of the Corporation’s common stock, in which case the Conversion Rate in effect immediately following the Record Date for such dividend (or distribution) shall be multiplied by the following fraction:

(ii) the Corporation issues to all holders of the Corporation’s common stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase shares of the Corporation’s common stock at less than the Current Market Price of the Corporation’s common stock on the date fixed for determination of shareholders entitled to receive such rights or warrants, in which case the Conversion Rate in effect immediately following the close of business on the Ex-Date for such issuance shall be multiplied by the following fraction:

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To the extent that such rights or warrants are not exercised prior to their expiration or shares of the Corporation’s common stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Rate shall be readjusted to such Conversion Rate that would have then been in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of the Corporation’s common stock actually delivered. If such rights or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such shares of the Corporation’s common stock, the Transfer Agent shall take into account any consideration received for such rights, options or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors).

(iii) the Corporation subdivides, splits or combines the shares of the Corporation’s common stock into a greater or lesser number of shares of common stock, in which case the Conversion Rate in effect immediately following the effective date of such share subdivision, split or combination shall be multiplied by the following fraction:

(iv) the Corporation distributes to all holders of the Corporation’s common stock evidences of the Corporation’s indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution covered by Sections 7(d)(i) and 7(d)(iii), any rights or warrants referred to in Section 7(d)(ii), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off), in

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which case the Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution shall be multiplied by the following fraction:

In the event that the Corporation makes a distribution to all holders of the Corporation’s common stock consisting of capital stock of, or similar equity interests in, or relating to a subsidiary or other business unit of the Corporation (herein referred to as a “Spin-Off”), the Conversion Rate shall be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction:

(v) the Corporation makes a distribution consisting exclusively of cash to all holders of the Corporation’s common stock, excluding (a) any cash that is distributed in a Reorganization Event or as part of a distribution referred to in Section 7(d)(iv), (b) any dividend or distribution in connection with the Corporation’s liquidation, dissolution or winding up, and (c) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of the Corporation’s subsidiaries, in such event, the Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the holders of the Corporation’s common stock entitled to receive such distribution shall be multiplied by the following fraction:

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where

In the event that a dividend or distribution described in this Section 7(d)(v) is not so made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(vi) the Corporation or any of the Corporation’s subsidiaries successfully completes a tender or exchange offer for the Corporation’s common stock that involves the payment of consideration with a value per share of the Corporation’s common stock exceeding the Current Market Price per share of the Corporation’s common stock on the last Trading Day immediately succeeding the last day on which tenders or exchanges may be made pursuant to such tender or exchange offer, in which case the Conversion Rate in effect immediately prior to the opening of business on the eighth Trading Day after the date of expiration of the tender or exchange offer shall be divided by the following fraction:

where

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In the event that the Corporation, or one of its subsidiaries, is obligated to purchase shares of the Corporation’s common stock pursuant to any such tender offer or exchange offer, but the Corporation, or such subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall be readjusted to be such Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made.

Except as set forth in the preceding Section, if the application of this Section 7(d)(vi) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 7(d)(vi).

(vii) To the extent that the Corporation has a rights plan in effect with respect to the Corporation’s common stock on any Conversion Date, upon conversion of any shares of the Series A Convertible Preferred Stock, each holder thereof shall receive, in addition to shares of the Corporation’s common stock, the rights under the rights plan, unless, prior to such Conversion Date, the rights have separated from the Corporation’s common stock, in which case the Conversion Rate shall be adjusted at the time of separation as if the Corporation made a distribution to all holders of the Corporation’s common stock as described in Section 7(d)(ii), subject to readjustment in the event of the expiration, termination or redemption of such rights.

(viii) Notwithstanding anything herein to the contrary, no adjustment under this Section 7(d) need be made to the Conversion Rate unless such adjustment would require an increase or decrease of at least 1% of the Conversion Rate then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion Rate; provided that (a) on the Conversion Date for any Series A Convertible Preferred Stock and (b) prior to determining the amount of any dividend payable by the Corporation, adjustments to the Conversion Rate shall be made with respect to any such adjustment carried forward that has not been taken into account before such date. Adjustments to the Conversion Rate shall be calculated to the nearest 1/10,000th of a share.

(ix) The Conversion Rate shall not be adjusted:

(a) upon the issuance of any the Corporation’s common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in common stock under any plan;

(b) upon the issuance of any of the Corporation’s common stock or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its subsidiaries;

(c) upon the issuance of any of the Corporation’s common stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date;

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(d) for a change in the par value or no par value of the Corporation’s common stock; or

(e) for accrued, accumulated and unpaid dividends.

(e) No adjustment to the Conversion Rate need be made if holders of the Series A Convertible Preferred Stock may participate in the transaction that would otherwise give rise to such adjustment, so long as the distributed assets or securities the holders of the Series A Convertible Preferred Stock would receive upon conversion of the Series A Convertible Preferred Stock (if such assets or securities are convertible, exchangeable, or exercisable) are convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 45 days following conversion of the Series A Convertible Preferred Stock.

(f) If the Corporation shall take a record of the holders of the Corporation’s common stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to shareholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Rate then in effect shall be required by reason of the taking of such record.

(g) Upon any increase or decrease in the Conversion Rate, then, and in each such case, the Corporation promptly shall deliver, or cause to be delivered, to each holder of Series A Convertible Preferred Stock notice of the increase or decrease and setting forth in reasonable detail the method by which such adjustment was determined and specifying the increased or decreased Conversion Rate then in effect following such adjustment.

(h) In the event of (i) any consolidation or merger of the Corporation with or into another person (other than a merger or consolidation in which the Corporation is the continuing corporation and in which the shares of the Corporation’s common stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Corporation or another person), (ii) any sale, transfer, lease or conveyance to another person of all or substantially all of the Corporation’s property and assets, (iii) any reclassification of the Corporation’s common stock into securities including securities other than the Corporation’s common stock, or (iv) any statutory exchange of the Corporation’s securities with another person (other than in connection with a merger or acquisition) (each of clauses (i) through (iv) herein referred to as a “Reorganization Event”), then, immediately prior to such Reorganization Event, the right to convert each share of Series A Convertible Preferred Stock shall, without the consent of the holders of the Series A Convertible Preferred Stock, be changed into a right to convert it into the kind of securities, cash and other property that such holder would have been entitled to receive if such holder had converted its Series A Convertible Preferred Stock into shares of the Corporation’s common stock immediately prior to such Reorganization Event. For purposes of the foregoing, the type and amount of consideration that a holder of Series A Convertible Preferred Stock would have been entitled to receive as a holder of the Corporation’s common stock in the case of any Reorganization Event or other transaction that causes the Corporation’s common stock to be converted into the right to receive more than a single type of consideration that is determined based in part upon any form of shareholder election shall be deemed to be the amount and type of consideration received by the holders of the Corporation’s common stock who do not affirmatively make such an election. The Corporation may make such increases in the Conversion Rate as it deems advisable in order to avoid or diminish any income tax to holders of the Corporation’s common stock resulting from any dividend or distribution of its shares (or issuance of rights or warrants to acquire its shares) or from any event treated as such for income tax purposes or for any other reason.

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(i) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series A Convertible Preferred Stock such number of authorized but unissued shares of the Corporation’s common stock as shall from time to time be sufficient to permit the conversion of all outstanding shares of Series A Convertible Preferred Stock and shall take all action required to increase the authorized number of shares of the Corporation’s common stock if at any time there shall be insufficient unissued shares of the Corporation’s common stock to permit such reservation or to permit the conversion of all outstanding shares of Series A Convertible Preferred Stock or the payment or partial payment of dividends declared on Series A Convertible Preferred Stock that are payable in shares of the Corporation’s common stock.

(j) The issuance or delivery of certificates for shares of the Corporation’s common stock upon the conversion of shares of Series A Convertible Preferred Stock or the payment or partial payment of a dividend on Series A Convertible Preferred Stock in shares of the Corporation’s common stock shall be made without charge to the converting holder or recipient of shares of Series A Convertible Preferred Stock for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the holders of the shares of Series A Convertible Preferred Stock converted; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the shares of the relevant Series A Convertible Preferred Stock and the Corporation shall not be required to issue or deliver such certificate unless or until the person(s) requesting the issuance or delivery thereof shall have paid to the Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Corporation that such tax has been paid.

8. CONVERSION UPON A FUNDAMENTAL CHANGE.

(a) If a Fundamental Change occurs, each holder of Series A Convertible Preferred Stock that converts its shares of Series A Convertible Preferred Stock at any time during the period (the “Fundamental Change Conversion Period”) beginning on the Fundamental Change Effective Date and ending on the date that is 15 days after the Fundamental Change Effective Date (the “Expiration Date”) shall receive, for each share of Series A Convertible Preferred Stock converted, the greater of:

(i) (A) a number of shares of the Corporation’s common stock equal to the then-applicable Conversion Rate, plus (B) the Make-Whole Premium, if any, described in Section 9; and

(ii) a number of shares of the Corporation’s common stock calculated by dividing the Liquidation Preference by the greater of (A) the average of the Daily VWAP of the Corporation’s common stock on each of the ten consecutive Trading Days ending on the Trading Day immediately preceding the Fundamental Change Effective Date and (B) $1.67.

(b) In addition to the number of shares of the Corporation’s common stock issuable upon conversion of each share of Series A Convertible Preferred Stock at the option of the holder on any Conversion Date during the Fundamental Change Conversion Period, each converting holder shall have the right to receive an amount equal to all accrued, accumulated and unpaid dividends on such converted shares of Series A Convertible Preferred Stock, whether or not declared prior to that date, for all prior Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding the Conversion Date (other than previously declared dividends on the Series A Convertible Preferred Stock payable to holders of record as of a prior date), provided that the Corporation is then legally permitted to pay such dividends. The amount payable in respect of such dividends shall be paid in cash, shares of the Corporation’s common stock (or Publicly Traded Common Stock of the acquiror, if applicable) or a combination

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thereof in accordance with the provisions set forth in Section 4, including the provisions setting forth the method for valuing the Corporation’s common stock (which shall also apply to any Publicly Traded Common Stock of the acquiror), set forth in Section 5(b).

(c) The Corporation must give notice (a “Fundamental Change Notice”) of each Fundamental Change to all record holders of the Series A Convertible Preferred Stock by the later of 20 days prior to the anticipated Fundamental Change Effective Date (determined in good faith by the Board of Directors) and the first public disclosure by the Corporation of the anticipated Fundamental Change, if practicable, and otherwise by the earliest practicable date, of the anticipated Fundamental Change Effective Date. The Fundamental Change Notice shall be given by first-class mail to each record holder of shares of Series A Convertible Preferred Stock, at such holder’s address as the same appears on the books of the Corporation. Each such Fundamental Change Notice shall state (i) the anticipated Fundamental Change Effective Date; (ii) the Expiration Date based on the anticipated Fundamental Change Effective Date; (iii) the name and address of the Transfer Agent; (iv) if the Corporation elects to deliver some or all of the amount of accumulated and unpaid dividends in shares of the Corporation’s common stock (or Publicly Traded Common Stock of the acquiror, if applicable), whether accumulated and unpaid dividends will be paid in cash, shares of common stock or a combination thereof; and (v) the procedures that holders must follow to convert their shares of Series A Convertible Preferred Stock pursuant to this Section 8.

(d) On or before the Expiration Date, each holder of shares of Series A Convertible Preferred Stock wishing to exercise its conversion right pursuant to this Section 8 shall surrender the certificate or certificates representing the shares of Series A Convertible Preferred Stock to be converted in the manner and at the place designated in the Fundamental Change Notice, and on such date the shares of the Corporation’s common stock (or Publicly Traded Common Stock of the acquiror, if applicable) and the payment for unpaid dividends due to such holder shall be delivered to the person whose name appears on such certificate or certificates as the owner thereof and the shares of Series A Convertible Preferred Stock represented by each surrendered certificate shall be returned to authorized but unissued shares of Series A Convertible Preferred Stock.

9. MAKE-WHOLE PREMIUM FOR CONVERSION UPON A FUNDAMENTAL CHANGE.

(a) Holders who elect to convert shares of Series A Convertible Preferred Stock during the Fundamental Change Conversion Period shall receive, in addition to the number of shares of the Corporation’s common stock issuable upon conversion calculated pursuant to Section 8, an additional number of shares of the Corporation’s common stock for each share of Series A Convertible Preferred Stock so converted (the “Additional Shares” or the “Make-Whole Premium”), if any, as set forth below in this Section 9.

(b) The number of Additional Shares shall be determined by reference to the table below, based on the Fundamental Change Effective Date and the Fundamental Change Stock Price.

Fundamental Change Stock Price

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(c) The Fundamental Change Stock Prices set forth in the first row of the foregoing table shall be adjusted as of any date on which the Conversion Rate is adjusted. The adjusted Fundamental Change Stock Prices shall equal the Fundamental Change Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Fundamental Change Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. Each of the Conversion Rates in the table shall be subject to adjustment in the same manner as the Conversion Rate as set forth in Section 7(d).

(d) The exact Fundamental Change Stock Price and Fundamental Change Effective Dates may not be set forth on the table, in which case:

(i) if the Fundamental Change Stock Price is between two Fundamental Change Stock Price amounts on the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates on the table, the Make-Whole Premium shall be determined by straight-line interpolation between the Make-Whole Premium amounts set forth for the higher and lower Fundamental Change Stock Price amounts and the two dates, as applicable, based on a 365-day year;

(ii) if the Fundamental Change Stock Price is in excess of $30.00 per share (subject to adjustment as described above), then no Make-Whole Premium amount shall be paid; and

(iii) if the Fundamental Change Stock Price is less than $5.00 per share (subject to adjustment as described above), then no Make-Whole Premium amount shall be paid.

(e) The Corporation shall only be required to deliver the Make-Whole Premium with respect to shares of Series A Convertible Preferred Stock surrendered for conversion during any Fundamental Change Conversion Period.

10. MANDATORY CONVERSION.

(a) At any time on or after October 15, 2017, if the Daily VWAP of the Corporation’s common stock equals or exceeds 130% of the then-prevailing Conversion Price for at least 20 Trading Days in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-Trading Day period, ending on the Trading Day prior to the Corporation’s issuance of a press release (as provided in Section 10(b)) announcing the Mandatory Conversion (as defined below), the Corporation may at its option, cause all or a portion of the Series A Convertible Preferred Stock to be automatically converted (a “Mandatory Conversion”) into a number of shares of the Corporation’s common stock for each share of the Series A Convertible Preferred Stock equal to the then-applicable Conversion Rate. In connection with any such Mandatory Conversion, the Corporation shall also pay converting holders any accumulated and unpaid dividends on their shares of the Series A Convertible Preferred Stock (other than previously declared dividends on the Series A Convertible Preferred Stock payable to holders of record as of a prior date). The amount payable in respect of such accumulated and unpaid dividends shall be paid in cash, shares of common stock or a combination thereof in accordance with the provisions set forth in Sections 4 and 5, including the provisions setting forth the method for valuing the Corporation’s common stock set forth in Section 5(b).

(b) To exercise the Mandatory Conversion right described in Section 10(a), the Corporation shall issue a press release for publication on the Dow Jones News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Corporation) prior to the opening of business on the first Trading Day following any date on which the conditions described in Section 10(a) are met, announcing such a Mandatory Conversion. The

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Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the registered holders of the Series A Convertible Preferred Stock (not more than four Business Days after the date of the press release) of the Mandatory Conversion announcing the Corporation’s intention to convert the Series A Convertible Preferred Stock. The Conversion Date shall be a date selected by the Corporation (the date so selected, the “Mandatory Conversion Date”) and shall be no more than ten Trading Days after the date on which the Corporation issues such press release.

(c) In addition to any information required by applicable law or regulation, the press release and notice of a Mandatory Conversion described in Section 10(b) shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of the Corporation’s common stock to be issued upon conversion of each share of Series A Convertible Preferred Stock; (iii) the number of shares of Series A Convertible Preferred Stock to be converted; (iv) whether the Corporation shall pay accumulated dividends in cash, shares of the Corporation’s common stock or a combination thereof; and (v) that dividends on the shares of Series A Convertible Preferred Stock to be converted shall cease to accrue on the Mandatory Conversion Date.

(d) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Series A Convertible Preferred Stock called for a Mandatory Conversion and all rights of holders of such Series A Convertible Preferred Stock shall terminate, except for the right to receive shares of the Corporation’s common stock issuable upon conversion thereof, any accumulated and unpaid dividends (other than previously declared dividends on the Series A Convertible Preferred Stock payable to holders of record as of a prior date) and cash in lieu of fractional shares. The dividend payment with respect to Series A Convertible Preferred Stock called for a Mandatory Conversion on a date during the period between the close of business on any Record Date for the payment of dividends to the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share on such Record Date if such Series A Convertible Preferred Stock has been converted after such Record Date and prior to such Dividend Payment Date.

(e) In addition to the Mandatory Conversion provision described in this Section 10, if there are fewer than 2,000 shares of Series A Convertible Preferred Stock outstanding, the Corporation may, at any time on or after October 15, 2014, at the Corporation’s option, cause all such outstanding shares of Series A Convertible Preferred Stock to be automatically converted into a number of shares of the Corporation’s common stock for each share of Series A Convertible Preferred Stock equal to the greater of (i) the then applicable Conversion Rate and (ii) the Liquidation Preference divided by the market value of the common stock as determined on the second Trading Day immediately prior to the Mandatory Conversion Date. The provisions of Section 10 shall apply to any such Mandatory Conversion; provided, however, that (1) the Mandatory Conversion Date shall not be less than 15 days nor more than 30 days after the date on which the Corporation issues a press release announcing such Mandatory Conversion and (2) the press release and notice of Mandatory Conversion will state the number of the Corporation’s shares of common stock to be issued upon conversion of each share of Series A Convertible Preferred Stock.

11. REDEMPTION.

(a) The Series A Convertible Preferred Stock shall not be redeemable at the Corporation’s option.

(b) The Series A Convertible Preferred Stock shall not be redeemable at the option of any holder of Series A Convertible Preferred Stock.

12. FRACTIONAL SHARES. No fractional shares of the Corporation’s common stock shall be issued to holders of the Series A Convertible Preferred Stock upon conversion. In lieu of any

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fractional shares of the Corporation’s common stock otherwise issuable in respect of the aggregate number of shares of the Series A Convertible Preferred Stock of any holder that are converted, that holder shall be entitled to receive an amount in cash (computed to the nearest cent) equal to the same fraction of:

(a) in the case of a conversion of Series A Convertible Preferred Stock as a result of a Fundamental Change or a Mandatory Conversion, the average of the Daily Closing Price per share of common stock on each of the ten consecutive Trading Days preceding the Trading Day immediately preceding the date of conversion; or

(b) in the case of each conversion at the option of a holder, the Daily Closing Price per common share determined as of the second Trading Day immediately preceding the Conversion Date.

Notwithstanding the foregoing, the Corporation may elect to round up the number of shares of the Corporation’s common stock to be delivered upon conversion to the next highest whole number of shares in lieu of making such cash payment. If more than one share of Series A Convertible Preferred Stock is surrendered for conversion at one time by or for the same holder, the number of full common shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Convertible Preferred Stock so surrendered.

13. VOTING RIGHTS.

(a) The holders of the Series A Convertible Preferred Stock, except as otherwise required under Virginia law or as set forth in Section 13(b), shall not be entitled to vote on any matter required or permitted to be voted upon by the shareholders of the Corporation.

(b) If and whenever at any time dividends on the Series A Convertible Preferred Stock are in arrears and unpaid for six or more Dividend Periods (whether or not consecutive), then the holders of shares of Series A Convertible Preferred Stock, voting as a single class with any series of Parity Stock having similar voting rights that are then exercisable, shall be entitled at the Corporation’s next regular or special meeting of shareholders to elect two additional directors to the Board of Directors. Immediately upon the occurrence of such dividend arrearage, the number of directors that comprise the Board of Directors shall be increased automatically by two additional directors. Such voting rights and the terms of the directors so elected shall continue until such time as the dividend arrearage on the Series A Convertible Preferred Stock has been paid in full. At any time after voting power to elect directors shall have become vested and be continuing in the holders of the Series A Convertible Preferred Stock, or if a vacancy shall exist in the office of any such additional director, the Board of Directors may, and upon written request of the holders of record of at least 25% of the outstanding Series A Convertible Preferred Stock addressed to the chairman of the Board of Directors shall, call a special meeting of the holders of the Series A Convertible Preferred Stock (voting separately as a class with all other series of Parity Stock upon which like voting rights have been conferred and are then exercisable, collectively, the “Voting Group”) for the purpose of electing the directors that such holders are entitled to elect. At any meeting held for the purpose of electing such directors, the presence in person or by proxy of the holders of at least a majority of the Series A Convertible Preferred Stock shall be required to constitute a quorum of such Series A Convertible Preferred Stock (provided that, if there is one or more series of Parity Stock upon which like voting rights have been conferred and are then exercisable, the presence in person or by proxy of the holders of at least a majority of the Voting Group shall be required to constitute a quorum of the Voting Group).

(c) In addition, for so long any shares of Series A Convertible Preferred Stock remain outstanding, unless a greater percentage shall be required by law, the affirmative vote or consent of the holders of more than 66-2/3% of the outstanding shares of Series A Convertible Preferred Stock and all other

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Parity Stock having similar voting rights that are then exercisable, voting as a single class, in person or by proxy, at an annual meeting of the Corporation’s shareholders or at a special meeting called for such purpose, or by written consent in lieu of such meeting, shall be required to alter, repeal or amend, whether by merger, consolidation, combination, reclassification or otherwise, any provisions of the Articles of Incorporation, including the provisions thereof establishing the Series A Convertible Preferred Stock, or bylaws if the amendment would amend, alter or affect the powers, preferences or rights of the Series A Convertible Preferred Stock so as to adversely affect the holders thereof, including, without limitation, the creation of, increase in the authorized number of, or issuance of, shares of any class or series of Senior Stock, or security convertible into Senior Stock. Notwithstanding the foregoing, the authorization of, the increase in the authorized amount of, or the issuance of any shares of any class or series of Parity Stock or Junior Stock shall not require the consent of the holders of the Series A Convertible Preferred Stock, and shall not be deemed to adversely affect the powers, preferences or rights of the holders of the Series A Convertible Preferred Stock. For the avoidance of doubt, the consummation of a Reorganization Event (as defined in Section 7(h)) in accordance with these Articles of Amendment will not in and of itself give rise to a voting right of the holders of Series A Convertible Preferred Stock.

(d) Prior to the close of business on the applicable Conversion Date, the shares of the Corporation’s common stock issuable upon conversion of the Series A Convertible Preferred Stock shall not be deemed to be outstanding and holders of Series A Convertible Preferred Stock shall have no voting rights with respect to such shares of common stock by virtue of holding the Series A Convertible Preferred Stock, including the right to vote on any amendment to the Articles of Incorporation or these Articles of Amendment that would adversely affect the rights of common stock holders.

(e) The number of votes that each share of Series A Convertible Preferred Stock and any Parity Stock participating in the votes described above shall have shall be in proportion to the Liquidation Preference of such share.

14. OTHER PROVISIONS.

(a) With respect to any notice to a holder of shares of Series A Convertible Preferred Stock required to be provided hereunder, neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other holders or affect the legality or validity of any distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up, or the vote upon any such action. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice.

(b) Shares of Series A Convertible Preferred Stock that have been issued and reacquired in any manner, including shares of Series A Convertible Preferred Stock purchased or redeemed or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of the Commonwealth of Virginia) have the status of authorized but unissued shares of Preferred Stock of the Corporation undesignated as to series and may be designated or redesignated and issued or reissued, as the case may be, as part of any series of Preferred Stock of the Corporation; provided that any issuance of such shares as Series A Convertible Preferred Stock must be in compliance with the terms hereof.

(c) The shares of Series A Convertible Preferred Stock shall be issuable only in whole shares.

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(d) All notice periods referred to herein shall commence on the date of the mailing of the applicable notice. Notice to any holder of the Series A Convertible Preferred Stock shall be given to the registered address set forth in the Corporation’s records for such holder.

(e) Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without interest or additional payment for such delay. Any actions required to be made hereunder on any day that is not a Business Day shall be taken on the next succeeding Business Day.

(f) Holders of Series A Convertible Preferred Stock shall not be entitled to any preemptive rights to acquire additional capital stock of the Corporation.

(g) Notwithstanding any provision herein to the contrary, the Corporation shall not be required to take any action, and will not take any action, in connection with any conversion of the Series A Convertible Preferred Stock (whether upon conversion at the option of holders, conversion upon Fundamental Change, Mandatory Conversion, increase in the Conversion Rate or otherwise) without complying, if applicable, with the shareholder approval rules of the NYSE or the shareholder approval rules on the national securities exchange on which the Corporation’s common stock is then listed.

3. The Amendments were duly adopted by the Corporation’s Board of Directors on October 5, 2012 and October 11, 2012. Pursuant to Section 13.1-639 of the Virginia Stock Corporation Act (the “VSCA”) and the authority conferred upon the Board of Directors by the Articles of Incorporation, no shareholder action was required.

4. Pursuant to Section 13.1-606 of the VSCA, these Articles of Amendment shall be effective at 9:00 a.m. on October 17, 2012.

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by its authorized officer this October 16, 2012.

[Signature Page to Articles of Amendment]