Common use of Dividends and Distributions Clause in Contracts

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder of a share of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a share or fraction of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of Common Stock, $.01 par value $.001 per share (and Class A Stock, $.01 par value per share collectively the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors Directors, out of funds of the Corporation legally available for the purposepayment of dividends, quarterly dividends payable in cash on the last day of MarchJanuary 31, JuneApril 30, September July 31 and December October 31 in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series A D Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A D Preferred Stock, in preference to the holders of shares of Common Stockcommon stock, par value $.001 0.01 per share (the "Common Stock")share, of the CorporationCorporation (“Common Stock”), and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of 1st March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A D Preferred Stock. In the event the Corporation shall at any time after January 29, 2018 (the “Rights Record Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or effect a subdivision (iii) combine or combination or consolidation of consolidate the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockthrough a reverse stock split or otherwise, then in each such case the amount to which holders of shares of Series A D Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any similar stock) stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred StockPreferred, in preference to the holders of shares of Common Stock, par value $.001 0.001 per share (the "“Common Stock"”), of the Corporation, and of any other stock ranking junior stockto the Series A Preferred, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred StockPreferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Class A Common Stock, par value $.001 .01 per share share, of the Company (the "Common Stock"), of the Corporation, ) and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash on the last day of MarchFebruary, JuneMay, September August, and December November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after April 20, 1998, declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Corporation (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of PE Corporation-PE Biosystems Common Stock, par value $.001 .01 per share share, of the Corporation ("PE Biosystems Stock"), PE Corporation-Celera Genomics Common Stock, par value $.01 per share, of the Corporation ("Celera Genomics Stock"; together with the PE Biosystems Stock, the "Common Stock"), of the Corporation, ) and of any other stock of the Corporation ranking junior stockto the Series B Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first business day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Celera Genomics Stock, declared on the Common Celera Genomics Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock; provided that, in the event of a Disposition (as defined in the Certificate of Incorporation) resulting in a dividend on the Celera Genomics Stock, such dividend shall not be paid unless the corresponding dividend on the Series B Preferred Stock under this Section B.2 is paid at the same time (and the amount of such corresponding dividend shall be a preferential amount for the purposes of calculating the Net Proceeds (as defined in the Certificate of Incorporation) of such Disposition). In the event the Corporation shall at any time after the effective date ("Effective Date") of the reincorporation merger of The PE Biosystems Corporation, a New York corporation, with PE Merger Corp., a subsidiary of the Corporation, declare or pay any dividend on the Common Celera Genomics Stock payable in shares of Common Celera Genomics Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Celera Genomics Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Celera Genomics Stock) into a greater or lesser number of shares of Common Celera Genomics Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Celera Genomics Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Celera Genomics Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any other class or series of Preferred Stock (or any similar stock) of the Corporation ranking prior and superior to the shares of Series A B Preferred Stock with respect to dividends, each holder of a share (a “Share”) of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, (i) quarterly dividends payable in cash on the last day of March, June, September September, and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction such Share of a share Series A B Preferred Stock, in an amount per share Share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividendsdividends declared on shares of the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Share of Series B Preferred Stock, and One Thousand (1,000ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions (payable in kind) on each Quarterly Dividend Payment Date in an amount per Share equal to 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions (other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (Stock, by reclassification or otherwise), ) declared on the shares of Common Stock since the immediately preceding Quarterly Dividend Payment Date orDate, or with respect to the first Quarterly Dividend Payment Date, since the first issuance of a share or fraction Share of Series A B Preferred Stock. In the event that the Corporation shall at any time after the Rights Dividend Declaration Date (as that term is defined in the Stockholders Rights Agreement dated August 3, 2009 by and between the Corporation and American Stock Transfer and Trust Company) (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock or (by reclassification or otherwise than by payment of a dividend in iii) combine outstanding shares of Common Stock) Stock into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders the holder of shares a Share of Series A B Preferred Stock were was entitled immediately prior to such event under clause (b) of pursuant to the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any similar stock) stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred StockPreferred, in preference to the holders of shares of Common Stock, par value $.001 0.0001 per share (the "“Common Stock"”), of the Corporation, and of any other stock ranking junior stockto the Series A Preferred, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred StockPreferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred PAGE Stock, in preference to the holders of shares of Common Stock, par value $.001 1.00 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of MarchMarch 31, JuneJune 30, September 30 and December 31 in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $100 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.. In the event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable in shares of Series B Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series B Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series B Preferred Stock outstanding immediately after such event. PAGE

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of preferred stock, par value $1.00 per share, of the Corporation (the “Preferred Stock Stock”) (or any similar stockother stock of the Corporation) ranking prior and superior to the Series A B Junior Preferred Stock with respect to dividends, each holder of a share of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, Series B Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to), subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and One Thousand (1,000) times 1,000 multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock, par value $0.025 per share of the Corporation (the “Common Stock Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Junior Preferred Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock, par value $.001 per share (the "Preferred Stock"), of the Company or Preferred Stock (or any similar stock) ranking prior and superior to the Series A E Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A E Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the CorporationCompany, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A E Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A E Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A E Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) (i) Subject to the rights of the holders of any shares of any series of Undesignated Preferred Stock (or any similar stock) ranking prior and superior to the Series A Z Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Z Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Z Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Z Preferred Stock. The multiple of cash and non-cash dividends declared on the Common Stock to which holders of the Series Z Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after __________, 2000 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Z Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Series AA Preferred Stock stock (or any similar stock) ranking prior and superior to the Series A AA Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A AA Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on any regular quarterly dividend payment date as shall be established by the last day Board of March, June, September and December in each year Directors (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A AA Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A AA Preferred Stock. In the event the Corporation shall at any time after July 10, 2001 (the "Rights Declaration Date"), declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A AA Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .10 per share (the "Common Stock"), of the Corporation, Corporation and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, dividends and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any similar stock) stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred StockPreferred, in preference to the holders of shares of Common Stock, par value $.001 0.0001 per share (the "“Common Stock"”), of the Corporation, and of any other stock ranking junior stockto the Series A Preferred, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred StockPreferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder of a share of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a share or fraction of Series A B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 1.25 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A C Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A C Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A C Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A C Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series C Preferred Stock payable in shares of Series C Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series C Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series C Preferred Stock) into a greater or lesser number of shares of Series C Preferred Stock, then in each such case the amount to which holders of shares of Series C Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series C Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series C Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "“Common Stock"”), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) A. Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.10 per share (the "Common Stock"), of the CorporationCompany, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any class or series of Preferred Stock (or any similar stock) share capital ranking prior and superior to the Series A Preferred Stock Shares with respect to dividends, each holder of a share the holders of Series A Preferred StockShares, in preference to the holders of shares of Common Stockordinary shares, par value $.001 0.001 per share (the "Common Stock")share, of the Corporation, Company (the “Ordinary Shares”) and of any other class or series of share ranking junior stockto the Series A Preferred Shares, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series A Preferred StockShare, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock Ordinary Shares or a subdivision of the outstanding shares of Common Stock Ordinary Shares (by reclassification or otherwise), declared on the Common Stock Ordinary Shares since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a Series A Preferred StockShare. The multiple of cash and non-cash dividends declared on the Ordinary Shares to which holders of the Series A Preferred Shares are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall Company at any time declare or pay after January 14, 2019 (the “Rights Declaration Date”) (i) declares and pays any dividend on the Common Stock Ordinary Shares payable in shares of Common StockOrdinary Shares, or effect (ii) effects a subdivision or combination or consolidation of the outstanding shares of Common Stock Ordinary Shares (by reclassification or otherwise than by payment of a dividend in shares of Common StockOrdinary Shares) into a greater or lesser number of shares of Common StockOrdinary Shares, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were Shares shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock Ordinary Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Ordinary Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) A. Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, no par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, when and as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly cumulative dividends payable in cash quarterly on the last day first days of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time after August 9, 2001 (the "Rights Declaration Date") declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder of a share the holders series of Series A B Participating Preferred Stock ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividends, the holders of Series B Junior Participating Preferred Stock, in preference to including the holders of shares of Common Series A-1 Preferred Stock and Series A-2 Preferred Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"“QUARTERLY DIVIDEND PAYMENT DATE”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Class A Common Stock Stock, par value $0.01 per share, of the Corporation (the “CLASS A COMMON STOCK”), or a subdivision of the outstanding shares of Class A Common Stock (by reclassification or otherwise), declared on the Class A Common Stock Stock, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Junior Participating Preferred Stock. In the event the Corporation shall at any time (i) declare or and pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any similar stock) stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred StockPreferred, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share (the "“Common Stock"”), of the Corporation, and of any other stock ranking junior stockto the Series A Preferred, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred StockPreferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any other series of Preferred Stock (of the Corporation or of any similar stock) other stock of the Corporation ranking prior and superior to the Series A Preferred Preference Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Preference Stock, in preference to the holders of shares of Class A Common Stock, par value $.001 per share (the "“Class A Common Stock"”), and Class B Common Stock, $.001 par value (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), of the Corporation, and of any other stock ranking junior stockto the Series A Preference Stock as to dividends, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Preference Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Preference Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Preference Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .02 per share (the "“Common Stock"”), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the CorporationCompany, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $l.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Class B Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.10 per share (the "“Common Stock"”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Ai) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Junior Preferred Stock, in preference to the holders of shares of Common Stock, $.01 par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first business day of MarchFebruary, JuneMay, September August and December November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance ) as provided in paragraphs (ii) and (iii) of a share or fraction of a share Series A Preferred Stock, this Section (b) in an amount per share (rounded to the nearest cent) equal to, to the greater of (A) $1.00 in cash or (B) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount (payable in cash) of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, or with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Junior Preferred Stock. In the event If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (bB) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were was outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after December 14, 1998 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any class or series of Preferred Stock (or any similar stockother stock of the Corporation) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), any class or series of stock of the Corporation, and of any other Corporation ranking junior stockto the Series A Preferred Stock in respect thereof, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to), subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and One Thousand (1,000) times 1,000 multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock Stock, par value $0.01 per share (the “Common Stock”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "“Common Stock"”), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar other stock) ranking prior and superior to the Series A F Junior Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A F Junior Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .10 per share (the "Common Stock"), of the Corporation, and of any other class of stock ranking junior stockto the Series F Junior Preferred Stock with respect to the payment of dividends, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A F Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A F Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A F Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share of the Company (the "Common Stock"), of the Corporation, Shares) and of any other stock of the Company ranking junior stockto the Series B Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-–cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Shares, declared on the Common Stock Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation Company shall at any time after ________ declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock Shares (by reclassification or otherwise than by payment of a dividend in shares of Common StockShares) into a greater or lesser number of shares of Common StockShares, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Series AA Preferred Stock stock (or any similar stock) ranking prior and superior to the Series A AA Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A AA Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on any regular quarterly dividend payment date as shall be established by the last day Board of March, June, September and December in each year Directors (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A AA Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A AA Preferred Stock. In the event the Corporation shall at any time after November 22, 2000 (the "Rights Declaration Date") declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A AA Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock) and the Corporation shall pay such dividend or distribution on the Series A Preferred Stock before the dividend or distribution declared on the Common Stock is paid or set apart; provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, no par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchNovember, JuneFebruary, September May and December August in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares Preferred Shares of any series of Preferred Stock (or any similar stock) ranking prior to and superior to the Series A Preferred Stock Shares with respect to dividends, each holder of a share the holders of Series A Preferred StockShares, in preference to the holders of shares of Common StockShares, par value $.001 1.00 per share (hereinafter referred to as the "Common StockShares"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day first days of MarchMay, JuneAugust, September November and December February in each year (year, each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series A Preferred StockShare or fraction thereof, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a share or fraction of any Series A Preferred StockShares or fraction thereof. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock Shares (by reclassification or otherwise than by payment of a dividend in shares of Common StockShares) into a greater or lesser number of shares of Common StockShares, then in each such case the amount to which holders of shares of Series A Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) 2.1 Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares the Common Stock of Common Stockthe Company, par value $.001 0.01 per share (the "Common Stock"), of the Corporation, and of any other junior stockstock of the Company, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day LAST THURSDAY of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, Stock then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Junior Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"), of the CorporationCompany, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series A of Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $l.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of Series A a share of Junior Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after November 14, 2008 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after July 8, 1999 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of the Common Stock, without par value $.001 per share (the "Common StockCOMMON STOCK"), of the CorporationCompany, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, semi-annual dividends payable in cash on the 6th day of January and July in each year (or if the Board of Directors commences declaration of quarterly cash dividends instead of semi-annual dividends to the holders of Common Stock, commencing with the date of the declaration of the first such quarterly cash dividend, quarterly dividends payable in cash on such dates as such quarterly dividends would normally be paid to the last day holders of March, June, September and December in each year the Common Stock) (each such date being referred to herein as a "Quarterly Dividend Payment DateDIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share share, of the Company (the "Common Stock"), of the Corporation, ) and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after __________, 2000 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.10 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, $0.001 par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly (i) cash dividends payable in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as defined below) then in effect, times the aggregate per share amount of all cash dividends declared or paid on the last Common Stock, and (ii) a preferential cash dividend (a "Preferential Dividend"), if any, on the first day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to $1.00 per share of Series B Preferred Stock less the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Series B Preferred Stock pursuant to clause (i) of this sentence since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event addition, if the Corporation shall at any time declare or pay any dividend or make any distribution on the Common Stock payable in shares assets, securities or other forms of Common Stock, noncash consideration (other than dividends or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend distributions solely in shares of Common Stock) into a greater or lesser number of shares of Common Stock), then then, in each such case case, the amount Corporation shall simultaneously pay or make on each whole outstanding share of Series B Preferred Stock, a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. The dividends and distributions on the Series B Preferred Stock to which holders of shares of Series A Preferred Stock were thereof are entitled immediately prior pursuant to such event under clause (bi) of the preceding first sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event this paragraph and the denominator second sentence of which is the number of shares of Common Stock that were outstanding immediately prior this paragraph are hereinafter referred to such event.as "

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share (the "Common Stock")share, of the Corporation, Company (the “Common Stock”) and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 and (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In If the event the Corporation Company shall at any time after January 24, 2013 (the “Rights Declaration Date”) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series A C Preferred Stock and with respect to dividends, each holder the holders of a share shares of Series A C Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"or as such par value may be changed from time to time), of the Corporation, Corporation (the “Common Stock”) and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A C Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, : subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A C Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after July 25, 2008 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $100 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .002 per share (the "“Common Stock"”), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after January 28, 2012 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock in preference to the holders of Common Stock, par value $0.01 per share (the "COMMON STOCK"), and Class B Common Stock, par value $0.01 per share (the "CLASS B COMMON STOCK," and, together with the Common Stock, the "COMPANY COMMON STOCK"), and of any other stock of the Corporation ranking junior to the Series A Preferred Stock with respect to dividends, each holder of and on a share of pari passu basis with the Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common StockSERIES B PREFERRED STOCK"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, quarterly dividends payable in cash on the last 1st day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment DateQUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.001 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand one thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after December 19, 2003 (the "RIGHTS DECLARATION DATE") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $100.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.001 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (AA)(i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after February 5, 2008 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A D Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A D Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A D Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series D Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after April 16, 2008 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A D Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .0001 per share (the "“Common Stock"”), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Corporation (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.0025 per share (the "“Common Stock"), Shares”) of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock Shares (by reclassification or otherwise than by payment of a dividend in shares of Common StockShares) into a greater or lesser number of shares of Common StockShares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Company or Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"), of the CorporationCompany, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 10,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after January 29, 2003 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A X Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A X Preferred Stock, in preference to the holders of shares of Common Stockcommon stock, par value $.001 .01 per share share, of the Corporation (the "Common Stock"), of the Corporation, ) and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A X Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions (other than a dividend payable in shares of Common Stock or shares of common stock, par value $.01 per share, of Wyndham International, Inc. (the "Wyndham Common Stock") or a subdivision of the outstanding shares of Common Stock or Wyndham Common Stock (by reclassification or otherwise)), declared on the Common Stock Paired Shares (as hereinafter defined) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A X Preferred Stock. The multiple of cash and non-cash dividends declared on the Paired Shares to which holders of the Series X Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after December 20, 1998 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A X Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share share, of the Company (the "Common Stock"), of the Corporation, ) and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockStock (the "Issue Date"), in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after the Issue Date declare or and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of preferred stock, par value $0.01 per share, of the Corporation (“Preferred Stock Stock”) (or any similar stockother stock of the Corporation) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder of a share of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to), subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and One Thousand (1,000) times 1,000 multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Class A Voting Common Stock Stock, par value $0.01 per share, of the Corporation (the “Class A Common Stock”), shares of Class B Non-Voting Common Stock, par value $0.01 per share, of the Corporation (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Participating Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), Stock of the Corporation, Corporation and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, dividends and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (bii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share (the "Common StockShares"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock Shares (by reclassification or otherwise than by payment of a dividend in shares of Common StockShares) into a greater or lesser number of shares of Common StockShares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.50 per share (the "Common Stock"), of the CorporationCompany, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, 39 quarterly dividends payable in cash on any regular quarterly dividend payment date as shall be established by the last day Board of March, June, September and December in each year Directors (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation Company shall at any time after October 6, 1998 (the "Rights Declaration Date") declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Junior Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.0015 per share (the "Common Stock"), of the CorporationCompany, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series A of Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $l.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of Series A a share of Junior Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.001 per share (the "“Common Stock"”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly (i) cash dividends payable in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as defined below) then in effect, times the aggregate per share amount of all cash dividends declared or paid on the last Common Stock, and (ii) a preferential cash dividend (a “Preferential Dividend”), if any, on the first day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to $1.00 per share of Series A Preferred Stock less the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Series A Preferred Stock pursuant to clause (i) of this sentence since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event addition, if the Corporation shall at any time declare or pay any dividend or make any distribution on the Common Stock payable in shares assets, securities or other forms of Common Stock, noncash consideration (other than dividends or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend distributions solely in shares of Common Stock) into a greater or lesser number of shares of Common Stock), then then, in each such case case, the amount to which holders of shares Corporation shall simultaneously pay or make on each whole outstanding share of Series A Preferred Stock, a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. The dividends and distributions on the Series A Preferred Stock were to which holders thereof are entitled immediately prior pursuant to such event under clause (bi) of the preceding first sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event this paragraph and the denominator second sentence of which is the number of shares of Common Stock that were outstanding immediately prior this paragraph are hereinafter referred to such event.as “

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the shares of Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the shares of Common Stock to which holders of the Series A Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after July 23, 2001 (the "Rights Declaration Date") (i) declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any similar stock) stock of this Corporation ranking prior and superior to the Series A B Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share (the "“Common Stock"”), of the Corporation, and of any other stock ranking junior stockto the Series B Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, dividends and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, no par value $.001 per share (the "Common Stock"), ) of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchApril, JuneJuly, September October, and December January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock,, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Junior Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.001 per share (the "“Common Stock"”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of all shares of Common Stock, par value $.001 per share Stock of the Corporation (the "Common StockShares"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend on shares of Common Stock payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall shall, at any time after May 27, 2004, declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share share, of the Company (the "Common Stock"), of the Corporation, ) and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposetherefor, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 and (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event that the Corporation Company shall at any time after March 3, 1997 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of preferred stock of the Corporation (the “Preferred Stock Stock”) (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of the Series A Preferred Stock, in preference to the holders of shares of Common Stockcommon stock, no par value $.001 per share (the "Common Stock")share, of the Corporation, Corporation (the “Common Stock”) and of any other stock of the Corporation ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of the Series A Preferred StockStock (the “Issue Date”), in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after the Issue Date declare or and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of preferred stock of the Company (the “Preferred Stock Stock”) (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stockcommon stock, par value $.001 0.01 per share (the "Common Stock")share, of the Corporation, Company (the “Common Stock”) and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividendsdivide nds, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after May 31, 2007 (the “Rights Declaration Date”) declare or and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence sen tence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any similar stock) stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred StockPreferred, in preference to the holders of shares of Class A Common Stock, par value $.001 0.01 per share (the "“Common Stock"”), of the Corporation, and of any other stock ranking junior stockto the Series A Preferred, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred StockPreferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (A) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share (the "“Common Stock"”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, each holder of a share of Series A Preferred Stockif any, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in of each year (each such date being referred to herein as a "Quarterly Dividend Payment DateQUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a any share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 and (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all cash dividends or other distributions and 100 times the aggregate per share amount of all non-cash dividends or other distributions, distributions (other than (i) a dividend payable in shares of Common Stock Stock, par value $.01 per share, of the Corporation (the "COMMON STOCK") or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event If the Corporation shall at any time after January 27, 1997 (the "RIGHTS DECLARATION DATE") declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of preferred stock of the Company (the “Preferred Stock Stock”) (or any similar stock) ranking prior and superior to the Series A C Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A C Preferred Stock, in preference to the holders of shares of Common Stockcommon stock, par value $.001 0.01 per share (the "Common Stock")share, of the Corporation, Company (the “Common Stock”) and of any other stock of the Company ranking junior stockto the Series C Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A C Preferred StockStock (the “Issue Date”), in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A C Preferred Stock. In the event the Corporation Company shall at any time after the Issue Date declare or and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.001 per share (the "Common Stock")share, of the Corporation, Company (the “Common Stock”) and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockStock (the “Issue Date”), in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after the Issue Date declare or and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Junior Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share 1.25 (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 1.00 per share (the "Common Stock"), of the Corporationcorporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 500 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 500 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any other series of Preferred Stock (or any similar stock) other class of capital stock of the Corporation ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, each holder of a share of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors Board, out of funds of the Corporation legally available for the purposetherefor, (1) quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter in each year year, or such other dates as the Board shall approve (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series A Preferred Stock, in an the amount of $1.00 per whole share (rounded to the nearest cent) equal to, subject to less the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Series A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In the event addition, if the Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Corporation shall simultaneously pay or make on each outstanding whole share of Series A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 100; provided, however, that, if at any time after July 14, 2014, the Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or effect a subdivision or combination or consolidation of otherwise) the outstanding shares of Common Stock (by reclassification or otherwise than by payment into a larger number of a dividend in shares of Common StockStock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a greater or lesser smaller number of shares of Common Stock, then in each such case event the amount Formula Number shall be adjusted to which holders of shares of Series A Preferred Stock were entitled a number determined by multiplying the Formula Number in effect immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further that, if at any time after July 14, 2014, the Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock Shares with respect to dividends, each holder the holders of a share of Series A Preferred StockShares, in preference to the holders of shares of Common Stock, par value $.001 per share Stock (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last 1st day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series A of Preferred StockShares, in an amount per share (rounded to the nearest cent) equal to, to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of Series A a share of Preferred StockShares. In the event the Corporation shall at any time after September 15, 1999, declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock Shares were entitled immediately prior to such event under clause (bii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 per share 0.0l of the Corporation (the "Common Stock"), of the Corporation, ) and of any other junior stockstock which may be outstanding, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly ; annual dividends payable in cash on the last fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal toto the greater of (a) $10.00 per share, or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A1) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) of the Company ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 1.00 per share (the "Common Stock")share, of the CorporationCompany (the “Common Stock”), and of any other stock of the Company ranking junior stockto the Series A Preferred Stock with respect to dividends, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after the effective time of the merger effected pursuant to the Agreement and Plan of Merger and Recapitalization, dated as of February 1, 2005, between the Company and CW Merger Sub, Inc. (the “Effective Time”), declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of preferred stock of the Company (the "Preferred Stock Stock") (or any similar stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stockthe common stock, par value $.001 0.01 per share share, of the Company (the "Common Stock"), of the Corporation, ) and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockStock (the "Issue Date"), in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the date of the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after the Issue Date declare or and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .0025 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.A

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of preferred stock of the Corporation (the "Preferred Stock Stock") (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of PE Corporation-PE Biosystems Common Stock, par value $.001 .01 per share share, of the Corporation (the "PE Biosystems Stock"), PE Corporation-Celera Genomics Group Common Stock, par value $.01 per share, of the Corporation ("Celera Genomics Stock"; together with the PE Biosystems Stock, the "Common Stock"), of the Corporation, ) and of any other stock of the Corporation ranking junior stockto the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first business day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)PE Biosystems Stock, declared on the Common PE Biosystems Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock; provided that, in the event of a Disposition (as defined in the Certificate of Incorporation) resulting in a dividend on the PE Biosystems Stock, such dividend shall not be paid unless the corresponding dividend on the Series A Preferred Stock under this Section A.2 is paid at the same time (and the amount of such corresponding dividend shall be a preferential amount for the purposes of calculating the Net Proceeds (as defined in the Certificate of Incorporation) of such Disposition). In the event the Corporation shall at any time after the effective date ("Effective Date") of the reincorporation merger of The PE Biosystems Corporation, a New York corporation, with PE Merger Corp., a subsidiary of the Corporation, declare or pay any dividend on the Common PE Biosystems Stock payable in shares of Common PE Biosystems Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common PE Biosystems Stock (by reclassification or otherwise than by payment of a dividend in shares of Common PE Biosystems Stock) into a greater or lesser number of shares of Common PE Biosystems Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common PE Biosystems Stock outstanding immediately after such event and the denominator of which is the number of shares of Common PE Biosystems Stock that were outstanding immediately prior to such event.;

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share (the "Common Stock"), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "Common StockCOMMON STOCK"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 100 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 .01 per share (the "“Common Stock"”), of the Corporation, and of any other junior 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 the purposepayment of dividends, quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1,000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A E Preferred Stock with respect to dividends, each holder the holders of a share shares of Series A E Preferred Stock, in preference to the holders of shares of Common Stock, par value $.001 0.01 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A E Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) 1000 times the aggregate per share amount of all cash dividends, and One Thousand (1,000) 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a any share or fraction of a share of Series A E Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A E Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.