Common use of Dividends and Distributions Clause in Contracts

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to 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 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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 other series of Preferred Stock or any other shares of preferred stock of this the Corporation ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders each holder of shares one one-thousandth (1/1000) of a share (a "Unit") of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred 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 when, as and if declared by the first day Board of March, June, September and December Directors of the Corporation in each year respect of the common stock (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 such Unit of Series A Preferred Stock, in an amount per share Unit (rounded to the nearest cent) equal to the greater of (a) $1.00 or .01 and (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in declared on shares of Common Stock or a subdivision of the outstanding shares of 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 any a Unit of Series A Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions (payable in kind) on each Quarterly Dividend Payment Date in an amount per Unit equal to the aggregate per share amount of all noncash dividends or fraction 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 shares of 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 Unit of Series A Preferred Stock. In the event that the Corporation shall at any time after December 3, 1997 (the "Rights Declaration Date"), (1) declare or pay any dividend on the Common Stock outstanding shares of common stock payable in shares of Common Stockcommon stock, or effect a subdivision, combination or consolidation of the (2) subdivide outstanding shares of Common Stock common stock or (by reclassification or otherwise than by payment of a dividend in 3) combine outstanding shares of Common Stock) common 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 Unit of Series A Preferred Stock were was entitled immediately prior to such event under clause (b) of pursuant to the next 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 common stock that are outstanding immediately after such event and the denominator of which is shall be 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 class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders each holder of shares a share of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 .001 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first last 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 the greater of (a) $1.00 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 One Thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 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 any a 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, 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. (A1)(i) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation preferred shares (or any similar shares) ranking prior and superior to the Series A Preferred Stock Shares with respect to dividends, the holders of shares of Series A Preferred StockShares, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, Shares and of any other stock ranking junior to the Series A Preferred Stockshares, shall will 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 first fifteenth 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 StockShare or fraction thereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions, 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 since Shares after the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since after the first issuance of any share or fraction of a share of Series A Preferred StockShare or fraction thereof. In The multiple of cash and noncash dividends declared on the event Common Shares to which holders of the Corporation shall Series A Preferred Shares are entitled, which is 1,000 initially but which will be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." If the Company at any time declare after April 8, 1999 (the "Rights Declaration Date"): (i) declares or pay pays any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect (ii) effects a subdivision, 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 Dividend Multiple thereafter applicable to the determination of the amount to which of dividends that holders of shares of Series A Preferred Stock were Shares are entitled to receive will be the Dividend Multiple applicable immediately prior to such that 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 Shares outstanding immediately after such that event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such that event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred StockPreferred, in preference to the holders of Common Stock, par value $.01 0.01 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred StockPreferred, 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 first 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 Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 other series of Preferred Stock of the Corporation or of any other stock of this the Corporation ranking prior and superior to the Series A Preferred Preference Stock with respect to dividends, the holders of shares of Series A Preferred Preference Stock, in preference to the holders of Class A Common Stock, par value $.01 .001 per share (the "COMMON STOCK"“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 to the Series A Preferred StockPreference 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 first 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 Preferred Preference Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A C Preferred Stock with respect to dividends, the holders of shares of Series A C Preferred Stock, in preference to the holders of Common Stock, par value $.01 .001 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 C Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred StockPreferred, in preference to the holders of Common Stock, par value $.01 0.0001 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred StockPreferred, 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 first 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 Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred PAGE Stock, in preference to the holders of Common Stock, par value $.01 1.00 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 100 or (b) subject to the provision for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or Preferred Stock with respect to dividends, the holders series of stock of this Corporation Series B Participating Preferred Stock ranking prior and superior to the shares of Series A B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A B Junior Participating Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to including the Series A A-1 Preferred Stock and Series A-2 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 first 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 B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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, par value $1.00 per share, of the Corporation (the “Preferred Stock”) (or any other stock of this Corporation the Corporation) ranking prior and superior to the Series A B Junior Preferred Stock with respect to dividends, the holders of shares of Series A B Junior Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, 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 first last 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 Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) ), subject to the provision for adjustment hereinafter set forth, 100 times equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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, no par value $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 .02 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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"“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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock Preferred Stock of this the Corporation (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock, in preference to the holders of PE Corporation-PE Biosystems Common Stock, par value $.01 per share share, of the Corporation (the "COMMON STOCKPE Biosystems Stock"), PE Corporation-Celera Genomics Common Stock, par value $.01 per share, of the CorporationCorporation ("Celera Genomics Stock"; together with the PE Biosystems Stock, the "Common Stock") and of any other stock of the Corporation ranking junior to the Series A 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 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 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 B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 .10 per share (the "COMMON STOCKCommon Stock"), of the Corporation, Corporation and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, dividends and 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 .001 per share (the "COMMON STOCKCommon Stock"), of the CorporationCompany, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 the greater of (a) $1.00 l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 stock of this Corporation Class B Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock, in preference to the holders of Common Stock, par value $.01 0.10 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock of this Corporation the Corporation) 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 $.01 per share (the "COMMON STOCK"), shares of any class or series of stock of the Corporation, and of any other stock Corporation ranking junior to the Series A Preferred StockStock 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 first last 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 Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) ), subject to the provision for adjustment hereinafter set forth, 100 times equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 100 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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"“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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 .001 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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"“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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders each holder of shares a share of Series A B Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 .001 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first last 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 B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 One Thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 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 any a 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred StockPreferred, in preference to the holders of Common Stock, par value $.01 0.01 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred StockPreferred, 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 first 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 Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 other class or series of stock Preferred Stock of this the Corporation ranking prior and superior to the shares of Series A B Preferred Stock with respect to dividends, the holders each holder of shares a share (a “Share”) of Series A B Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred 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 first 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"“Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share such Share of Series A B Preferred Stock, in an amount per share Share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 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 100 (ii) 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 any share or fraction of a share 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, 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) A. Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock, in preference to the holders of Common Stock, no par value $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first day days of MarchJanuary, JuneApril, September July and December October 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 B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred StockPreferred, in preference to the holders of Common Stock, par value $.01 0.001 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred StockPreferred, 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 first 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 Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 stock of this Corporation Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, 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 first 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 Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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, par value $0.01 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 Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after the completion on January 31, 2005, of the distribution by Cendant Corporation to its stockholders of all of the outstanding shares of Common Stock (such time and date, the “Record Date”) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, 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 (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) 2.1 Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of the Common StockStock of the Company, par value $.01 0.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other junior stock ranking junior to of the Series A Preferred StockCompany, 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 first day LAST THURSDAY 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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of Series AA Preferred stock of this Corporation (or any similar stock) ranking prior and superior to the Series A AA Preferred Stock with respect to dividends, the holders of shares of Series A AA Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first day Board of March, June, September and December in each year Directors (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 AA Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of the Common Stock, without par value $.01 per share (the "COMMON STOCK"), of the CorporationCompany, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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) A. Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 0.10 per share (the "COMMON STOCKCommon Stock"), of the CorporationCompany, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation share capital ranking prior and superior to the Series A Preferred Stock Shares with respect to dividends, the holders of shares of Series A Preferred StockShares, in preference to the holders of Common Stockordinary shares, par value $.01 0.001 per share (the "COMMON STOCK")share, of the Corporation, Company (the “Ordinary Shares”) and of any other stock class or series of share ranking junior to the Series A Preferred StockShares, 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 first 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 Preferred StockShare, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 any share or fraction of a share of 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, 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. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock ranking prior and superior to the shares of Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock, Stock in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, Stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 quarterly on the first day of MarchJanuary, JuneApril, September July and December in each year October (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 Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation shall at any time after the record date for the initial distribution of the Corporation's Preferred Stock Purchase Rights pursuant to the Rights Agreement between the Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Declaration Date"), (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, 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 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 prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), shares of the Corporation, common stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 class or series of capital stock of this the Corporation ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of Common Stock, $0.00001 par value $.01 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other class or series of capital stock of the Corporation ranking junior to the Series A Junior Participating Preferred StockStock with respect to dividends, 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 first 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"“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 whole cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after the date of filing of this Certificate of Designation declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a 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 class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCKCommon Stock"), of the CorporationCompany, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 any share or fraction of a share of Series A 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, 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 prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), shares of the Corporation, common stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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 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 ______ ___, 2000 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock shares of common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision, 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 class or series of stock Preferred Stock of this Corporation the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share of the Company (the "COMMON STOCK"), of the Corporation, Common Shares) and of any other stock of the Company ranking junior to the Series A 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 first 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"“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 the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred StockPreferred, in preference to the holders of Common Stock, par value $.01 0.0001 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred StockPreferred, 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 first 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 Preferred StockPreferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred StockPreferred, in preference to the holders of Common Stock, no par value $.01 per share (the "COMMON STOCK"“Common Stock”), of the CorporationCompany, and of any other stock ranking junior to the Series A Preferred Stockstock, shall will 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the first day of March, June, September and December in each year Common Stock (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"“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(the “First Dividend Payment Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (ai) $1.00 or (bii) subject to the provision for adjustment hereinafter set forth, 100 one hundred times the aggregate per share amount of all cash dividends, and 100 one hundred times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributionsdividends, 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 First Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred StockPreferred. In the event that the Corporation shall Company at any time declare or pay any (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or effect (iv) issues any shares of its capital stock in a subdivision, combination or consolidation reclassification of the outstanding shares of Common Stock (by including any such reclassification in connection with a consolidation or otherwise than by payment of a dividend merger in shares of Common Stock) into a greater which the Company is the continuing or lesser number of shares of Common Stocksurviving corporation), then then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the amount to which holders of shares of Series A Preferred Stock were would otherwise be entitled immediately prior to such event under clause (bii) of the preceding sentence shall will 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock, in preference to the holders of Common Stock, $.01 par value $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 Date") as provided in paragraphs (ii) and (iii) of a share or fraction of a share of Series A Preferred Stock, this Section (b) in an amount per share (rounded to the nearest cent) equal to the greater of (aA) $1.00 in cash or (bB) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount (payable in cash) of all cash dividends, and 100 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 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, 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) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series A D Preferred Stock with respect to dividends, the holders of shares of Series A D Preferred Stock, in preference to the holders of Common Stockcommon stock, par value $.01 0.01 per share (the "COMMON STOCK")share, of the CorporationCorporation (“Common Stock”), and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first day of 1st 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 D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, combination (iii) combine 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 Series AA Preferred stock of this Corporation (or any similar stock) ranking prior and superior to the Series A AA Preferred Stock with respect to dividends, the holders of shares of Series A AA Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first day Board of March, June, September and December in each year Directors (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 AA Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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) (i) Subject to the prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), shares of the Corporation, common stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Undesignated Preferred Stock (or any similar stock) ranking prior and superior to the Series A Z Preferred Stock with respect to dividends, the holders of shares of Series A Z Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, Stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 Z Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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) (i) Subject to the prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), shares of the Corporation, common stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 class or series of stock of this Corporation Preferred Stock (or other similar stock) ranking prior and superior to the shares of Series A B Preferred Stock with respect to dividendsdividends (it being understood that the Corporation’s Series A‑3 Preferred Stock and Series A‑4 Preferred Stock rank superior to the shares of Series B Preferred Stock as to dividends and distributions), the holders of shares of Series A B Preferred Stock, in preference to the holders of Common Stockcommon stock, par value $.01 0.001 per share (the "COMMON STOCK")share, of the CorporationCorporation (the “Common Stock”), and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 1st 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 Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 0.001 or (b) subject to the provision for adjustment hereinafter set forth, 100 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash 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 any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time after August 30, 2021 (the “Rights Dividend Declaration Date”) (i) declare or and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine or consolidate 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 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 shall be the total number of shares of Common Stock outstanding immediately after prior to the occurrence of such event and the denominator of which is shall be the total number of shares of Common Stock that were outstanding immediately prior to following the occurrence of such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares Preferred Shares of any class series (or series of stock of this Corporation any similar stock) ranking prior to and superior to the Series A Preferred Stock Shares with respect to dividends, the holders of shares of Series A Preferred StockShares, in preference to the holders of Common StockShares, par value $.01 1.00 per share (hereinafter referred to as the "COMMON STOCKCommon Shares"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first day 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 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 StockShare or fraction thereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 any share or fraction of a share of 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, 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) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any other stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, 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 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 (if any) per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) ), subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate per share amount of all cash dividends, and 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 Stock, par value $0.001 per share (the "COMMON STOCK"), of the Company 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 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, 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 (x) such amount by (y) a fraction, (1) the numerator of which is the number of shares of Common Stock outstanding immediately after such event and (2) 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 other stock of this Corporation the Corporation) ranking prior and superior to the Series A C Preferred Stock with respect to dividends, the holders of shares of Series A C Preferred Stock, in preference to the holders of Common Stockcommon stock, par value $.01 0.01 per share (the "COMMON STOCK")share, of the CorporationCorporation (the “Common Stock”), and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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"“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 (if any) per share (rounded to the nearest cent) ), equal to the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times 1,000 multiplied by the aggregate per share amount of all cash dividends, and 100 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 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 any share or fraction of a share of Series A C 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, 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 prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stockcommon stock, par value $.01 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 to 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 first 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"“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 the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividendsdivide nds, and 100 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 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, 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. (A1) Subject to the prior and superior rights of the holders of any shares of any class or series of stock Preferred Stock of this Corporation the Company ranking prior and superior to the 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 $.01 1.00 per share (the "COMMON STOCK")share, of the CorporationCompany (the “Common Stock”), and of any other stock of the Company ranking junior to the Series A Preferred StockStock 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 first last day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"“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 the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 payment in full of all accrued dividends to the holders of Series A Preferred and superior Series B Preferred and subject to the rights of such holders and of the holders of any shares of any class or other series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A C Preferred Stock with respect to dividends, the holders of shares of Series A Preferred StockC Preferred, in preference to the holders of Common Stock, par value $.01 .001 per share (the "COMMON STOCKCommon Stock"), of the CorporationCompany (preferential to the Common Stock, not the Series A Preferred or the Series B Preferred), and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 StockC Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 any share or fraction of a share of Series A Preferred StockC Preferred. 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, 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. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock of this Corporation the Corporation) ranking prior and superior to the shares of Series A E Preferred Stock with respect to dividends, the holders of shares of Series A E Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), shares of any class or series of stock of the Corporation, and of any other stock Corporation ranking junior to the Series A E Preferred StockStock 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 first last 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 E Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) ), subject to the provision for adjustment hereinafter set forth, 100 times equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 100 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 $0.001 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 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, 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. (A1) (i) Subject to the prior and superior rights of the holders of Series A 9.68% Cumulative Convertible Preferred Stock and any shares of any class or other series of stock of this Corporation Preferred Stock (or any similar shares) ranking prior and superior to the Series A B Cumulative Preferred Stock with respect to dividends, the holders of shares of Series A B Cumulative Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, Stock and of any other stock ranking junior to the Series A Preferred Stockshares, shall will be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, cumulative quarterly dividends payable in cash on the first fifteenth 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 of Series B Cumulative Preferred Stock or fraction of a share of Series A Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash noncash 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 after the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since after the first issuance of any share of Series B Cumulative Preferred Stock or fraction of a share of Series A thereof. Such dividend shall be payable before any dividends shall be paid upon, or set apart for, the Common Stock and shall be cumulative so that if any dividend on the Preferred Stock shall not have been paid as required, the deficiency (without interest) shall be paid or set apart for payment before any dividends shall be paid upon, or set apart for, the Common Stock. In The multiple of cash and noncash dividends declared on the event Common Stock to which holders of the Series B Cumulative Preferred Stock are entitled, which is 1,000 initially but which will be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." If the Corporation shall at any time declare after January 25, 2001 (the "Rights Declaration Date"): (i) declares or pay pays any dividend on the Common Stock payable in shares of Common Stock, or effect (ii) effects a subdivision, 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 which of dividends that holders of shares of Series A B Cumulative Preferred Stock were are entitled to receive will be the Dividend Multiple applicable immediately prior to such that 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 that event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such that event.

Dividends and Distributions. (A) (i) Subject to the prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), shares of the Corporation, common stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 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 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 March 7, 2007 (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, 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 class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A D Preferred Stock with respect to dividends, the holders of shares of Series A D Preferred Stock, in preference to the holders of Common Stock, par value $.01 0.01 per share (the "COMMON STOCKCommon Stock"), of the CorporationCompany, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 any share or fraction of a share of Series A D 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, 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 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, 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 stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Class A Common Stock, par value $.01 .20 per share (the "CLASS A COMMON STOCK"), of the Corporation, the Class B Common Stock, par value $.20 per share (the "CLASS B COMMON STOCK" and together with the Class A Common Stock, the "COMMON STOCK") and of any other stock ranking junior to 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 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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 stock of this Corporation Preferred Stock ranking prior and superior to the Series A C Preferred Stock with respect to dividends, the holders of shares of Series A C Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, Stock shall be entitled to receive, receive per share of Series C Preferred Stock when, as and if declared by the Board of Directors or any duly authorized committee of the Board of Directors out of funds legally available for the purpose, quarterly on the same date as any dividends are paid on the Common Stock (payable in cash on or in kind as applicable, other than in shares of Common Stock or other securities the first day of March, June, September and December in each year Company may issue) (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"“Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date on or after the first issuance of a share March 4, 2009, dividends or fraction of a share of Series A Preferred Stock, distributions in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 Conversion Ratio on the record date for such dividend or (b) subject to the provision for adjustment hereinafter set forth, 100 distribution times the aggregate amount of the cash dividend per share amount of all cash dividends, Common Stock to be paid on such Dividend Payment Date (and 100 the Conversion Ratio on the record date for such dividend or distribution times the aggregate per share amount (payable in kind) of all the non-cash dividends dividend or other distributionsdistribution, other than a dividend payable in shares of Common Stock or a subdivision in other securities the Company may issue, to be paid per share of Common Stock on such Dividend Payment Date), whether or not shares of Series C Preferred Stock are convertible as of the applicable record date; provided however that if the aggregate amount of dividends and distributions paid on any Dividend Payment Date with respect to all shares of Series C Preferred Stock then outstanding would exceed the Threshold Percentage of the aggregate amount of dividends and distributions paid with respect to all shares of Series C Preferred Stock then outstanding together with all shares of Common Stock (by reclassification or otherwise)then outstanding, declared then the amount of dividends and distributions paid per share of Series C Preferred Stock shall be reduced pro rata so that the aggregate amount of dividends and distributions paid on the Common Stock since the immediately preceding Quarterly any Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share all shares of Series A C Preferred Stock. In Stock then outstanding will not exceed the event Threshold Percentage of the Corporation shall at any time declare or pay any dividend on the aggregate amount of dividends and distributions paid with respect to all shares of Series C Preferred Stock then outstanding together with all shares of Common Stock then outstanding. For the avoidance of doubt, the intent of the foregoing is that the dividends or other distributions paid to holders of shares of Series C Preferred Stock (other than a dividend payable in shares of Common Stock, Stock or effect a subdivision, combination or consolidation of other securities the outstanding Company may issue) shall equal the dividends and other distributions that would have been payable with respect to the shares of Common Stock (by reclassification or otherwise than by payment issuable upon conversion 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 (whether or not such shares were entitled immediately prior to such event under clause (b) convertible as of the preceding sentence shall be adjusted by multiplying such amount by a fractionapplicable record date at the Conversion Ratio), subject to the foregoing proviso. The holders of the Series C Preferred Stock agree that, upon the effectiveness of the Ranking Amendment, the numerator Series C Preferred Stock shall rank junior to the Series D Preferred Stock as to the payment of which is the number of shares of Common Stock outstanding immediately after such event dividends and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventdistributions.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of stock Preferred Stock of this Corporation the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the 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 $.01 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 to 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 first 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"“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 the greater of (a) $1.00 or and (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 stock of this Corporation Preferred Stock ranking prior and superior to the shares of Series A C Preferred Stock and with respect to dividends, the holders of shares of Series A C Preferred Stock, in preference to the holders of Common Stock, par value $.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 stock ranking junior to the Series A Preferred Stockstock, 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 first 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"“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 the greater of (a) $1.00 or (b) to: subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 0.001 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 the greater of (a) $1.00 or (b) subject to per share of Series A Preferred Stock less the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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 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, 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 prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), shares of the Corporation, common stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 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 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 August 11, 2011 (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, 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 class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A D Preferred Stock with respect to dividends, the holders of shares of Series A D Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 any share or fraction of a share of Series A D 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, 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 per share 0.01 of the Corporation (the "COMMON STOCKCommon Stock"), of the Corporation, ) and of any other junior stock ranking junior to the Series A Preferred Stockwhich 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 first fifteenth day of March, June, September and December in each year (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 the greater of (a) $1.00 10.00 per share, or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation the Company ranking prior and superior to the Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of Common Stock, no par value $.01 per share value, of the Company (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first day Board of March, June, September and December in each year Directors (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 Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation Company shall at any time after July 30, 1998 (the "Rights Declaration Date") declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, 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 (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 stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the The holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, C Pre ferred 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 first fif- teenth 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 C Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 25.00 or (b) subject to the provision for adjustment hereinafter hereinaf ter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 otherwiseother wise), declared on the Common Stock Stock, par value $1.00 per share, of the Corporation (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 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, combination subdivision or com- bination 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, fraction the numerator of which is the number of shares of Common Stock outstanding that were out- standing 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. The Corporation shall declare a dividend or distribution on the Series C Preferred Stock as provided in this paragraph (A) immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); 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 $25.00 per share on the Series C Preferred stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. Dividends shall begin to accrue and be cumulative on outstanding shares of Series C Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series C Preferred Stock, 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 C 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 divi dends shall not bear interest. Dividends paid on the shares of Series C Preferred Stock in an amount less than the total amount of such divi dends 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 of Directors may fix a record date for the determination of holders of shares of Series C Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 50 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the Series A Senior Preferred Stock with respect to dividends(or any similar stock) of the Corporation, the holders of shares of Series A D Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposepayment of dividends, quarterly dividends payable in cash on the first 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 D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 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 of the Corporation, 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 any share or fraction of a share of Series A D Preferred Stock. In the event the Corporation shall at any time after December 2, 1998 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 0.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 immediately 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 of this the Corporation (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of PE Corporation-PE Biosystems Common Stock, par value $.01 per share share, of the Corporation (the "COMMON STOCKPE Biosystems Stock"), PE Biosystems Corporation-Celera Genomics Group Common Stock, par value $.01 per share, of the CorporationCorporation ("Celera Genomics Stock"; together with the PE Biosystems Stock, the "Common Stock") and of any other stock of the Corporation ranking junior to 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 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 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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred 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 $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, Stock shall be entitled to receive, when, as and if declared authorized by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business day of March, June, September 43 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 the greater of (a) $1.00 .01 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 (i) 1000 times the aggregate per share amount of all cash dividends, and 100 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, par value $.01 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 Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock, plus (ii) 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Class B Shares of beneficial interest, par value $.01 per share, of Starwood Hotels & Resorts, a Maryland real estate investment trust, or any successor (the "Trust"), or any shares of beneficial interest in the Trust into which such Class B Shares may be changed (such Class B Shares and any such shares into which such Class B Shares are changed being herein referred to as the "Class B Shares") or a subdivision of the outstanding Class B Shares (by reclassification or otherwise), declared on the Class B Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after March 15, 1999 (the "Rights Declaration Date") (x) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of (y) subdivide the outstanding shares of Common Stock or (by reclassification or otherwise than by payment of a dividend in shares of z) combine the outstanding 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 of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (bb)(i) of the next 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. In the event the Trust shall at any time after the Rights Declaration Date (X) declare any dividend on the Class B Shares payable in Class B Shares, (Y) subdivide the outstanding Class B Shares or (Z) combine the outstanding Class B Shares into a smaller number of shares, then in each case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b)(ii) of the second preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Class B Shares outstanding immediately after such event and the denominator of which is the number of Class B Shares 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with Xxxxxxxxx Xxxxx xxxh respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.01 0.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first tenth 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 the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $$ .01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 other stock of this Corporation the Corporation) ranking prior and superior to the shares of Series A C Preferred Stock with respect to dividends, the holders of shares of Series A C Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), shares of any class or series of stock of the Corporation, and of any other stock Corporation ranking junior to the Series A C Preferred StockStock 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 first last 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 C Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) ), subject to the provision for adjustment hereinafter set forth, 100 times equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock ranking prior and superior to the shares of Series A D Preferred Stock with respect to dividends, if any, the holders of shares of Series A D Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, 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 first last day of March, June, September and December in of 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 any share or fraction of a share of Series A D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or and (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount (payable in kind) of all cash dividends, dividends or other distributions and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions (other than (i) a dividend payable in shares of Common Stock Stock, par value $0.01 per share, of the Company (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 any share or fraction of a share of Series A D Preferred Stock. In If the event the Corporation Company shall at any time after NOVEMBER 18, 2002 (the "RIGHTS DECLARATION DATE") declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a subdivision, 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 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, 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)(a) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation preferred shares (or any similar shares) ranking prior and superior to the Series A I Preferred Stock Shares with respect to dividends, the holders of shares of Series A I Preferred StockShares, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCK"), of the Corporation, Shares and of any other stock ranking junior to the Series A Preferred Stockshares, shall will 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 first fifteenth 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 Series I Preferred Share or fraction of a share of Series A Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions, 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 since Shares after the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since after the first issuance of any share Series I Preferred Share or fraction thereof. The multiple of a share cash and noncash dividends declared on the Common Shares to which holders of the Series A I Preferred Stock. In Shares are entitled, which is 1,000 initially but which will be adjusted from time to time as hereinafter provided, is hereinafter referred to as the event "Dividend Multiple." If the Corporation shall Company at any time declare after January 6, 1999 (the "Rights Declaration Date"): (i) declares or pay pays any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect (ii) effects a subdivision, 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 Dividend Multiple thereafter applicable to the determination of the amount to which of dividends that holders of shares of Series A I Preferred Stock were Shares are entitled to receive will be the Dividend Multiple applicable immediately prior to such that 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 Shares outstanding immediately after such that event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such that event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of preferred stock of this the Corporation (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of the Series A Preferred Stock, in preference to the holders of Common Stockcommon stock, no par value $.01 per share (the "COMMON STOCK")share, of the Corporation, Corporation (the “Common Stock”) and of any other stock of the Corporation ranking junior to 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 first 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"“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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 0.001 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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"“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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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. Section 2. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stockcommon stock, par value $.01 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 to 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 first 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"“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 the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 per share 0.0l of the Corporation (the "COMMON STOCKCommon Stock"), of the Corporation, ) and of any other junior stock ranking junior to the Series A Preferred Stockwhich 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 first fifteenth day of March, June, September and December in each year (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 the greater of (a) $1.00 10.00 per share, or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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) a. Subject to the prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (collectively, the "Preferred Stock") ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share all shares of common stock of the Corporation (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend on the 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock, in preference to the holders of Common Stock, par value $.01 0.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock, in preference to the holders of Common Stock, par value $.01 .001 per share (the "COMMON STOCKCommon Stock"), of the CorporationCompany, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 any share or fraction of a share of Series A 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock, in preference to the holders of Common Stock, par value $.01 .0001 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 0.01 per share (the "COMMON STOCK"“Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first last 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 Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 .001 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATEQuarterly Dividend 51 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 the greater of (ai) $1.00 or (bii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time (A) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, Stock or (B) effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend dividends 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 of Series A Preferred Stock were would otherwise be entitled immediately prior to such much 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the 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 $.01 0.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (or any similar stock) ranking prior and superior to the Series A X Preferred Stock with respect to dividends, the holders of shares of Series A X Preferred Stock, in preference to the holders of Common Stockshares of common stock, par value $.01 per share share, of the Corporation (the "COMMON STOCKCommon Stock"), of the Corporation, ) and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 X Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the 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, no par value $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to 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 first 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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Shares (or any similar shares) ranking prior and superior to the Series A C Preferred Stock Shares with respect to dividends, the holders of shares of Series A C Preferred StockShares, in preference to the holders of Common Stockcommon shares, par value $.01 0.005 per share (the "COMMON STOCK"“Common Shares”), of the CorporationCompany, and of any other stock ranking junior to the Series A Preferred Stockshares, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposepurpose and in accordance with the Companies Axx 0000 of Bermuda, the Bye-laws, the Memorandum of Association or otherwise, quarterly dividends payable in cash on the first 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 Series C Preferred Shares (or fraction of a share of Series A Preferred Stockthereof), in an amount per share (rounded to the nearest cent) equal to the greater of (a1) $1.00 or (b2) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 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 any share or fraction of a share of Series A C Preferred StockShares. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision, 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 C Preferred Stock Shares were entitled immediately prior to such event under clause (b2) 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 prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders each holder of shares a share of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 0.001 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, shall be entitled to receive, when, as and if when declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first last day of March, June, September Septem ber 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 the greater of (a) $1.00 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 One Thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 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 any a 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, subdivi sion 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 stock of this Corporation ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), of the Corporation, and of any other stock ranking junior to 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 [first day of March, June, September and December 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 the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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, 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 prior and superior rights of the holders of any shares of any class or series of preferred stock of this Corporation (or any similar stock) ranking prior and superior to the 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 $.01 per share (the "COMMON STOCK"), shares of the Corporation, common stock and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 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 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 December 2, 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, 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 class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 first 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 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 B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 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 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, 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation Preferred Stock (or any similar stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock, in preference to the holders of Common Stock, par value $.01 0.001 per share (the "COMMON STOCKCommon Stock"), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stockstock, 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 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 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 B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to per share of Series B Preferred Stock less the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 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 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 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, 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 prior and superior rights of the holders of any shares of any class or series of stock Preferred Stock of this Corporation the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A D Preferred Stock with respect to dividends, the holders of shares of Series A D Preferred Stock, in preference to the holders of Common Stock, par value $.01 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 to the Series A D 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 first 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"“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 StockStock (the “Issue Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 1 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 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 any share or fraction of a share of Series A D 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, 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 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, 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.